Exhibit 1: Agreement — Alameda City Council, March 18, 2025

Oliveira Enterprises, Inc. 1 Service Provider Agreement Version 08-22-24

SERVICE PROVIDER AGREEMENT
This S
ERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ____ day of March 2025 (“Effective Date”) , by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and Oliveira Enterprises, Inc., a California corporation, whose address is 8005 BRUNS ROAD, BYRON, CA 94514 (“Provider”), in reference to the following facts and circumstances:

RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: Compost Procurement for City Locations related to Senate Bill (SB) 1383. City staff issued an RFP on January 24, 2025, and after a submittal period of thirteen (13) days received seven (7 ) timely submitted proposals. Staff reviewed the proposals and selected the service provider that best meets the City’s needs C. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

D. Whereas, the City Council authorized the City Manager to execute this agreement on March 18, 2025.

E. The City and Provider desire to enter into an agreement to provide compost and/or mulch at locations within Alameda’s jurisdictional limits, upon the terms and conditions herein.

AGRE
EMENT
NOW, T
HEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the day of March 2025, and shall terminate on the day of March 2029, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.

3. COMPENSATION TO PROVIDER:

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a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit A and incorporated herein by this reference.

Extra work must be approved in writing by the City Manager or their designee. b. Compensation for work done under this Agreement, shall not exceed as follows:

FY 24-25 total compensation shall not exceed $40,000
FY 25-26 total compensation shall not exceed $40,000
FY 26-27 total compensation shall not exceed $40,000
FY 27-28 total compensation shall not exceed $40,000
FY 28-29 total compensation shall not exceed $40,000

Total five-year compensation shall not exceed $200,000

4. TIME IS OF THE ESSENCE:

Provider and the City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement . Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.

Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License , as needed ); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

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right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer -employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

8. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney ’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its ob ligations under this A greement or out of the operations conducted by Provider even if the City is found to have been negligent . If the Claims filed against Indemnitees alleg e negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.

Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

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If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggreg ate limits in the amounts of $4 ,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit d eclarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.

As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees , agents , and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

Oliveira Enterprises, Inc. 6 Service Provider Agreement Version 08-22-24
named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional ins ured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

Additional Insured covera ge under Provider’s policy shall be primary and non- contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider ’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements s tated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement , they must submit the Excess Liability policy in full.

11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent.

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b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.

Control means fifty percent or more of the voting power of Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub- providers including the names of the sub - providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub -provider shall be required to furnish proof of workers ’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub- providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Oliveira Enterprises, Inc. 8 Service Provider Agreement Version 08-22-24
performance under the Agreement , as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records , and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the R ecords is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’ s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service ; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of : (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Public Works Department
950 W. Mall Square, Room 110
Alameda, CA 94501
Attention: Marc Green, Program Specialist
Ph: (510) 747-7958
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

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Oliveira Enterprises, Inc.
8005 Bruns Road
Byron, CA 94514
ATTENTION: Brian Oliveira
Ph: (209) 835-9382 / Email: [email protected] f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

C
ity of Alameda
Public Works Department
950 W. Mall Square, Room 110
Alameda, CA 94501
ATTENTION: Jeanette Navarro, Executive Assistant
Ph: (510) 747-7900 / Email: [email protected]

18. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider , including the safety of all persons and property during performance of the services and tasks under this Agreement . This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all s afety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirement s will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a writte n report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement . If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof.

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b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS’ FEES:

In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

21. HEALTH AND SAFETY REQUIREMENTS.

Provider acknowledges that the City shall have the right to impose , at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.

22. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.

23. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

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A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

25. INTEGRATED CONTRACT:

Subject to the language of Section 30, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein . This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied cov enant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.

26. PREVAILING WAGES:

P
rovider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.

Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected offi cials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

27. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

28. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (including by fax, PDF , DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

29. SIGNATORY:

By signing this A greement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

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30. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.

31. MULCH PROCUREMENT REQUIREMENTS
P
roviders of landscaping maintenance, renovation, and construction shall:
a. Use compost and SB 1383 eligible mulch, as practicable, produced from recovered organic waste, for all landscaping renovations, construction, or maintenance performed for the City, whenever available, and capable of meeting quality standards and criteria specified. SB 1383 eligible mulch used for land application shall comply with 14 CCR, Division 7, Chapter 12, Article
12 and must meet or exceed the physical contamination, maximum metal concentration and pathogen density standards specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3). b. Maintain the following records for compost and SB 1383 eligible mulch and submit to the City upon request:
(1) General description of how and where the product was used and applied; (2) Source of product, including name, physical location, and contact information for each entity, operation, or facility from whom the compost and/or SB 1383 eligible mulch were procured;
(3) Type of product
(4) Quantity of each product; and,
(5) Invoice or other record demonstrating purchase or procurement.] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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1 PROPOSAL FOR SB 1383 Compost Procurement for City Locations OLIVEIRA ENTERPRISES, INC. (OEI)
CONTACT: Brian Oliveira
ADDRESS: 8005 Bruns Road Byron, CA 94514
PHONE: (209) 835-9382
FAX: (209) 835-1713
EMAIL: [email protected]
The Proposer, Oliveira Enterprises, Inc., is willing to comply with the procedures identified in the RFP.

Exhibit A - Scope of Works
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2 Statement of Qualifications:

A. Oliveira Enterprises, Inc. Business Information:
a. Oliveira Enterprises, Inc. (OEI) was founded February 7, 1996 and is located in Byron, CA which is centrally located between the Bay Area and Central Valley. OEI specializes in the collection, processing, and recycling of clean green waste (yard debris, clippings, etc.) and wood.

OEI works with businesses, municipalities, and residential customers to divert organic materials from landfills. OEI focuses on procuring clean raw material to create premium organic materials. OEI’s unique location allows access to the Bay Area’s bustling commercial market and the vast farming operations within the Central Valley. b. OEI’s facility is a large scale green waste recycling, composting, and mulching site. OEI is situated on over 40 acres with a large shop, over 12 semi-trucks for hauling material, and two office facilities. c. Some additional information on OEI include:

1. Years of Operation: 29 years

2. Current number of Employees: 47 employees

3. Number of Office and Yard Locations:
a. 8005 Bruns Road Byron, CA 94514
b. 131 Bethany Lane Byron, CA 94514
c. 17000 Hwy 4 Discovery Bay, CA 94505
d. 17720 E. Harney Lane Lodi, CA 95240
B. OEI is a leading expert within the Northern California compost market and has broad experience working with a variety of private and municipal customers. OEI has been in the compost industry for over 16 years and working with government agencies for the last 5 years. See below for past experiences:
a. SB-1383 City of Livermore - OEI currently holds the sole SB-1383 contract for the City of Livermore for providing and applying the mulch to meet their CalRecycle requirements for 2023-2025. This job included the purchase, delivery, and application of up to 10,000 cubic yards on Livermore owned land.
b. SB-1383 City of Livermore Compost Supplier – OEI is the sole compost provider for all community gardens and events. OEI works directly with the Environmental Services Division and collaborates on various Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 3 projects and applications of the material. OEI supports Livermore public works jobs as needed.
c. SB-1383 San Joaquin County Green Waste Management – Since January 2022, OEI holds the contract for processing the greenwaste for all San Joaquin County incorporated areas. OEI also holds a satellite yard within the North County Landfill and receives, processes, and recycles all green waste material on behalf of San Joaquin County. OEI also receives and processes all green waste generated by the City of Manteca through the same contract. The average volume taken in and processed per month is over 2,000 tons. d. SB-1383 San Joaquin County Compost – Since January 2022, OEI works with San Joaquin County on multiple projects to support their SB-1383 CalRecycle requirements. OEI partnered with SJC to supply compost material as erosion control throughout the landfill. OEI is collaborated with SJC to address City of Tracy fire damages laid thousands of yards of material across land.
e. Scott’s Miracle Grow – OEI is the main suppliers for Scott’s Miracle Grow in Northern California. OEI supplies over 15,000 yards of compost per month during the Spring season and continues a steady stream of supply throughout the year. OEI must adhere to strict standards to meet the quality requirements of Scott’s.
f. Kellogg Garden Products/Dr. Earth/Gro-Well – OEI supplies over 6,000 cubic yards of high quality compost to meet the individual needs of each company. OEI must adhere to strict standards to meet the quality requirements of each company.
g. StopWaste – The purchase and delivery of 2,000 cubic yards of compost for a Carbon Sequestration project in the Altmamont hills. h. Agriculture Compost Jobs – OEI supplies compost to various agricultural and mulch jobs throughout the central valley. These are varying scales and complexities based on the needs of the farmer.

Since OEI is both a compost manufacturer and farmer, we are able to consult farmers and ensure the best matches are made when it comes to products, product applications, etc.
i. OEI Farm Land Application – OEI farms over 2,000 acres with land in Alameda, Contra Costa, and San Joaquin Counties. OEI spreads an average of 20,000-30,000 cubic yards of material on the land each year to aid soil health. OEI grows a variety of crops for human and Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 4 animal consumption. Many of the products are sold to local farms and ranches throughout the Central Valley.
j. Since contractual and client information is sensitive, we have chosen to leave off specifics. We hope the information above showcases the robust abilities of OEI to handle a broad variety of clients and work scope. If you have any questions or would like additional information, we are happy to discuss further.

C. Employees assigned to support the contract:
a. OEI staff will support the contract on a consistent basis until the agreement has been met. OEI is committed to meeting the needs i. Management – 5 employees from the management team will be supporting the contract. Each manager has different area of purvue and expertise
ii. Sales – Managing the outreach, building connections, sales, job walks, and finding creative solutions. The employee has over 29 years experience selling compost and is an industry subject matter expert.
iii. Logistics – Managing the physical movement of material from our facilities, fleet, and staff to expediate project execution.

Our Logistics management has over 10 years of experience in our industry.
iv. Office – 4 staff to support and organize the business side including accounts payable, accounts receivable, reporting, dispatching, customer service, and other business
requirements. The office staff will also provide the accounting and customer service functions.
v. Driver and Yard Employees – 6-10 staff members will be available to support the movement of material, delivery, and application of material (if included in contract). This includes staff to deliver material in walking floor trailers or roll off trucks.

D. No federal Litigation
Statement of Exceptions:

A. OEI has reviewed the Service Agreement and do no have amendments to propose.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 5 Product Pricing:

Pricing is for material and delivery to the city of Alameda per yard. Minimum size load is 10 yards.

The billing rates shown below for products and years of service. The subsequent years assumes a 5% inflation adjustment:

Product Name Premium Organic Compost
2025 $25.00
2026 $26.25
2027 $27.56
2028 $28.94
2029 $30.39
OEI SUPPLEMENTAL INFORMATION:

Please see images and information about OEI below. If you have any questions or would like to discuss further. Please contact us at (209) 835-9382 or [email protected] SB-1383 Approved Product:

NOTE: OEI has a full portfolio of SB-1383 Approved Products, but we only included Organic Compost based on the RFP details. If you are interested in other SB-1383 soil mixes and mulches, we would be happy to discuss those options as well.

Product Name Image Product Description
Compost
OEI’s certified organic compost consists of a variety of green materials such as grass clippings, leaves, bush
trimmings, flowers, and small tree branches. The material is ground and broken down through the composting
process. From there, it is screened down to 3/8” minus in size. The finished product will have a dark brown to black color with an earthy smell.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

6 Project Images are from 2023 SB-1383 City of Livermore Job.

Project Image from Napa County Project
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

7 Figure 4 OEI Facility with Compost Rows Figure 5 - OEI Trucks being Loaded with Compost Figure 3 OEI Premium Compost
Figure 2 - Compost Delivery with
Walking Floor
Figure 1 - Compost
Agriculture Delivery
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 8 Additional Images below are from our Facilities, Products, and Project Sites.

To learn more about OEI, visit our website at www.OliveiraEnterprises.com Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
02/12/2025
insureCAL Insurance Agency
3508 Dale Rd
Modesto
CA
95356
Brandi LoForti
(209) 250-0269
(209) 633-5799
[email protected]
Oliveira Enterprises Inc.
8005 Bruns Rd
Byron
CA
94514

MESA UNDERWRITERS SPECIALTY INS CO
36838

UNITED FINANCIAL CAS CO
11770

PHILADELPHIA IND INS CO
18058

PALOMAR SPECIALTY INS CO
20338
A
Y
MP010402810005300
10/19/2024
10/19/2025
1,000,000
100,000
5,000
1,000,000
2,000,000
2,000,000
B
Y
988471576
10/23/2024
04/23/2025
1,000,000
C
Y
PHUB915648-000
10/19/2024
10/19/2025
2,000,000
2,000,000

PR/COMP OPS AGG
2,000,000
D
Y
Y
PSIC09061-06
08/01/2024
08/01/2025
1,000,000
1,000,000
1,000,000
The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured under all insurance coverage as per written contract. Shall include primary and non-contributory The excess policy is follow form.

City of Alameda
2263 Santa Clara Ave
Alameda
CA
94501
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 2/25/2025
Schedule

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement No. Endorsement Effective
Insured
Policy No.

Insurance Company
Countersigned By
WC ON 04 WS A
(Ed. 01-19)
Person or Organization Job Description
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT−CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

B
lanket Waiver: The additional premium for this endorsement shall be 2% of the California workers’ compensation premium otherwise due on such remuneration.

Specific Waiver: The additional premium for this endorsement shall be 5% of the California workers’ compensation premium otherwise due on such remuneration.

Palomar Specialty Insurance Company
08/01/2024
PSIC09061-06
Blanket Waiver of Subrogation
As respects to all CA jobs performed by the named insured during the policy period where by written contract a waiver of subrogation is required prior to the commencement of work.

Oliveira Enterprises, Inc.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Blanket where required by written contract or agreement ADDITIONAL INSURED – VENDORSPOLICY NUMBER:COMMERCIAL GENERAL LIABILITYCG 20 15 04 13THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PARTPRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULEName Of Additional Insured Person(s) OrOrganization(s) (Vendor)Your Products MP010402810005300
© Insurance Services Office, Inc., 2012Page 1 of 3CG 20 15 04 13Insured Copy Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Information required to complete this Schedule, if not shown above, will be shown in the Declarations.A.Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule, but only with respect to "bodily injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business.However: 1.The insurance afforded to such vendor only applies to the extent permitted by law; and2.If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor.

B.With respect to the insurance afforded to these vendors, the following additional exclusions apply:1.The insurance afforded the vendor does not apply to: a."Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; © Insurance Services Office, Inc., 2012Page 2 of 3CG 20 15 04 13Insured Copy Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 e.Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f.Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; orh."Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:(1)The exceptions contained in Sub-paragraphs d. or f.; or (2)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.2.This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. C.With respect to the insurance afforded to these vendors, the following is added to Section III – Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance:1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations;whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012Page 3 of 3CG 20 15 04 13Insured Copy Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Blanket where required by written contract or agreement ADDITIONAL INSURED – VENDORSPOLICY NUMBER:COMMERCIAL GENERAL LIABILITYCG 20 15 04 13THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

B
lanket Waiver: The additional premium for this endorsement shall be 2% of the California workers’ compensation premium otherwise due on such remuneration.

Specific Waiver: The additional premium for this endorsement shall be 5% of the California workers’ compensation premium otherwise due on such remuneration.

Oliveira Enterprises, Inc.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 /0/1/2/3/4/5/i255/7/8/9/10/11/12/13/i255/14 /15/16/16/17/18/14/19/20/21/i255/20/23/24/15 /14/20/i255/25/26/i255/27/28/i255/26/25/i255/29/29
/24/30/19/31/i255/17/32/33/15/18/31/17/16/17/32/24/i255/14/30/20/32/34/17/31/i255/24/30/17/i255/35/15/21/19/14/36/37/i255/i255/35/21/17/20/31/17/i255/18/17/20/33/i255/19/24/i255/14/20/18/17/38/23/21/21/36/37/i255 /14/20/i255/25/26/i255/27/28/i255/26/25/i255/29/29/i255/4 /39/40/41/42/43/44/45/46/47/i255/3/48/49/50/42/51/48/52/53/i255/54/53/42/55/43/52/53/49/i255/1/56/56/43/52/53/47/i255/3/48/52/57/47/i255/i255/58/59/59/60/i255/i255/35 /61/62/63/i255/i255/i255/i255/i255/i255/65/66/i255 /33/17/31/19/34/32/20/24/17/33/i255/19/32/31/23/18/17/33/i255 /67/45/43/49/i255/53/48/68/39/42/49/53/69/53/48/46/i255/69/39/68/43/56/43/53/49/i255/43/48/49/50/42/51/48/52/53/i255/40/42/39/55/43/68/53/68/i255/50/48/68/53/42/i255/46/45/53/i255/56/39/70/70/39/71/43/48/44/13/i255 /10/8/54/3/7/11/54/54/i255/72/8/67/1/i255/4/1/73/11/12/72/74/11/i255/75/1/12/9/i255 /74/72/12/72/74/11/i255/4/1/73/11/12/72/74/11/i255/75/1/12/9/i255 /9/1/67/1/12/i255/4/72/12/12/3/11/12/i255/4/1/73/11/12/72/74/11/i255/75/1/12/9/i255 /67/12/8/4/76/11/12/54/i255/4/1/73/11/12/72/74/11/i255/75/1/12/9/i255 /77/43/46/45/i255/42/53/49/40/53/52/46/i255/46/39/i255/52/39/55/53/42/51/44/53/i255/40/42/39/55/43/68/53/68/i255/78/41/i255/46/45/43/49/i255/53/48/68/39/42/49/53/69/53/48/46/47/i255/46/45/53/i255/40/42/39/55/43/49/43/39/48/49/i255/39/56/i255/46/45/53/i255/4/39/55/53/42/51/44/53/i255/75/39/42/69/i255/51/40/40/70/41/i255/50/48/70/53/49/49/i255/69/39/68/43/79 /56/43/53/68/i255/78/41/i255/46/45/43/49/i255/53/48/68/39/42/49/53/69/53/48/46/57/i255 /67/45/43/49/i255/53/48/68/39/42/49/53/69/53/48/46/i255/43/68/53/48/46/43/56/43/53/49/i255/40/53/42/49/39/48/80/49/81/i255/39/42/i255/39/42/44/51/48/43/82/51/46/43/39/48/80/49/81/i255/71/45/39/i255/51/42/53/i255/83/43/48/49/50/42/53/68/49/83/i255/50/48/68/53/42/i255/46/45/53/i255/77/45/39/i255/3/49/i255/72/48/i255/3/48/49/50/42/53/68/i255/0/42/39/55/43/79 /49/43/39/48/i255/39/56/i255/46/45/53/i255/4/39/55/53/42/51/44/53/i255/75/39/42/69/57/i255/67/45/43/49/i255/53/48/68/39/42/49/53/69/53/48/46/i255/68/39/53/49/i255/48/39/46/i255/51/70/46/53/42/i255/52/39/55/53/42/51/44/53/i255/40/42/39/55/43/68/53/68/i255/43/48/i255/46/45/53/i255/4/39/55/53/42/51/44/53/i255/75/39/42/69/57/i255 /67/45/43/49/i255/53/48/68/39/42/49/53/69/53/48/46/i255/52/45/51/48/44/53/49/i255/46/45/53/i255/40/39/70/43/52/41/i255/53/56/56/53/52/46/43/55/53/i255/39/48/i255/46/45/53/i255/43/48/52/53/40/46/43/39/48/i255/68/51/46/53/i255/39/56/i255/46/45/53/i255/40/39/70/43/52/41/i255/50/48/70/53/49/49/i255/51/48/39/46/45/53/42/i255/68/51/46/53/i255/43/49/i255/43/48/68/43/52/51/46/53/68/i255 /78/53/70/39/71/57/i255
/11/48/68/39/42/49/53/69/53/48/46/i255/11/56/56/53/52/46/43/55/53/13/i255/4 /39/50/48/46/53/42/49/43/44/48/53/68/i255/10/41/13/i255 /7/51/69/53/68/i255/3/48/49/50/42/53/68/13/i255
/80/72/50/46/45/39/42/43/82/53/68/i255/12/53/40/42/53/49/53/48/46/51/46/43/55/53/81 /31/14/30/17/33/23/21/17/i255
/32/61/84/63/i255/65/66/i255/35/63/85/86/65/87/88/86/89/i255/65/85/i255/15/85/62/61/87/90/91/61/92/90/65/87/88/86/89/93/i255 /80/3/56/i255/48/39/i255/53/48/46/42/41/i255/51/40/40/53/51/42/49/i255/51/78/39/55/53/47/i255/43/48/56/39/42/69/51/46/43/39/48/i255/42/53/94/50/43/42/53/68/i255/46/39/i255/52/39/69/40/70/53/46/53/i255/46/45/43/49/i255/53/48/68/39/42/49/53/69/53/48/46/i255/71/43/70/70/i255/78/53/i255/49/45/39/71/48/i255/43/48/i255/46/45/53/i255/95/53/52/70/51/42/51/46/43/39/48/49/i255 /51/49/i255/51/40/40/70/43/52/51/78/70/53/i255/46/39/i255/46/45/53/i255/53/48/68/39/42/49/53/69/53/48/46/57/81/i255 /11/51/52/45/i255/40/53/42/49/39/48/i255/39/42/i255/39/42/44/51/48/43/82/51/46/43/39/48/i255/49/45/39/71/48/i255/43/48/i255/46/45/53/i255/54/52/45/53/68/50/70/53/i255/43/49/i255/51/48/i255/83/43/48/49/50/42/53/68/83/i255/56/39/42/i255/2/43/51/78/43/70/43/46/41/i255/4/39/55/53/42/51/44/53/47/i255/78/50/46/i255/39/48/70/41/i255/46/39/i255/46/45/53/i255/53/96/46/53/48/46/i255 /46/45/51/46/i255/40/53/42/49/39/48/i255/39/42/i255/39/42/44/51/48/43/82/51/46/43/39/48/i255/94/50/51/70/43/56/43/53/49/i255/51/49/i255/51/48/i255/83/43/48/49/50/42/53/68/83/i255/50/48/68/53/42/i255/46/45/53/i255/77/45/39/i255/3/49/i255/72/48/i255/3/48/49/50/42/53/68/i255/0/42/39/55/43/49/43/39/48/i255/52/39/48/46/51/43/48/53/68/i255 /43/48/i255/31/63/97/92/90/65/87/i255/19/19/i255/39/56/i255/46/45/53/i255/4/39/55/53/42/51/44/53/i255/75/39/42/69/57/i255 /98/99/98/100/101/102/103/103/104/105/106/107/108/108/108 /104/108/109/104/103/109/101/108/101/106
/110/111/112/113/114/112/115/116/i255/118/119/120/114/115/121/115/112/122/114/122/i255/123/119/124/125 /126/127
/128/129/130/i255/132/133/134/135/136/i255/133/134/137/i255/132/133/134/135/i255/132/138/139/140/141/133/142/136/i255/143/138/144/145/146/137/136/i255/141/138/147/147/133/137/137/133/138/140/137/136/i255/138/148/148/133/141/133/144/142/137/136/i255/130/147/149/142/138/135/130/130/137/136/i255/144/150/130/140/134/137/136/i255/144/140/146/i255/151/138/142/139/140/134/130/130/145/137/i255 /137/129/144/142/142/i255/143/130/i255/140/144/147/130/146/i255/144/137/i255/144/146/146/133/134/133/138/140/144/142/i255/133/140/137/139/145/130/146/152/137/153/i255/139/140/146/130/145/i255/144/142/142/i255/133/140/137/139/145/144/140/141/130/i255/141/138/151/130/145/144/150/130/137/136/i255/130/154/141/130/149/134/i255/155/138/145/156/130/145/137/157/i255/141/138/147/149/130/140/137/144/134/133/138/140/i255/144/140/146/i255/149/145/138/148/130/137/137/133/138/140/144/142/i255/142/133/144/143/133/142/133/134/135/i255/133/140/137/139/145/144/140/141/130/158/i255/i255 /159/160/161/162/i255/164/165/i255/166/167/168/169/170/171/168 Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Tokio Marine Specialty Insurance Co • Maguire Insurance Agency, Inc.

One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 610.617.7900 • Fax 610.617.7940 • PHLY.com
5H

Dear Valued Customer:

Thank you very much for choosing Philadelphia Insurance Companies (PHLY) for your insurance needs. Our A++ (Superior) AM Best financial strength rating
is one reason why over 700,000 p
olicyholde
rs have put their trust in
us. We invite you to experience The PHLY
Difference, which includes:
• Exceptional Customer Service
• Complimentary & Tailored Risk Management
• Best in Class Claims Experience
• Industry Leading Coverage
• Team PHLY Working for You!
We realize you have a choice in insurance companies, and we truly appreciate your business.

Welcome to TeamPHLY, and please visit us at PHLY.com to learn more about The PHLY Difference! Sincerely
,
John W. Glomb, Jr.

President & CEO
Philadelphia Insurance Companies
JWG/sm
PHUB915648-000
11/11/2024
Oliveira Enterprises Inc.
8005 Bruns Rd
Byron, CA 94514-1623
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 /0 /1 /i255 /3 /i255 /4 /5 /6 /i255 /4 /5 /i255 /7 /7
/0 /1 /i255 /3 /i255 /4 /5 /6 /i255 /4 /5 /i255 /7/7/8 /i255 /10 /11 /12 /13 /14 /15 /11 /16 /17 /i255 /18 /17 /14 /19 /20 /16 /17 /12 /i255/21/22/22 /20 /16 /17 /23 /i255 /10 /11 /16 /24 /23 /i255 /25 /26 /25 /27/i255/28 /29 /30 /31 /i255 /5 /i255 /32 /33 /i255 /5 /34 /35 /1 /0 /36/37/38/3 /0 /35 /i255 /36 /38 /35 /39 /40 /i255 /41 /42 /35 /42 /43/44/43/3 /42 /45 /46 /14 /i255 /47 /46 /13 /14 /i255 /48/14 /46 /49 /17 /16 /49 /20 /46 /11 /23 /i255 /50 /15 /51 /20 /22 /46 /14 /11 /20 /15 /i255 /51 /15 /52 /i255 /14 /17 /53 /13 /20 /14 /17 /12 /i255 /49 /54 /17 /i255 /22 /46 /51 /51 /46 /52 /20 /11 /55 /i255 /49 /46 /i255 /15 /48 /48 /17 /15 /14 /i255 /46 /11 /i255 /49 /54 /20 /12 /i255 /22 /46 /14/56/57/i255 /58 /11 /47 /i255 /48 /17 /14 /12 /46 /11 /i255 /52 /54 /46 /i255/59 /11 /46 /52 /20 /11 /55 /51 /47 /i255 /48 /14 /17 /12 /17 /11 /49 /12 /i255 /22/15 /51 /12 /17 /i255 /46 /14 /i255 /22 /14 /15 /13 /60 /13 /51 /17 /11 /49 /i255 /20 /11 /22 /46 /14/56/15/49 /20 /46 /11 /i255 /49 /46 /i255 /46 /61 /49 /15 /20 /11 /i255 /46 /14 /i255 /15/56/17/11 /60 /i255 /20 /11 /12 /13 /14 /15 /11 /16 /17 /i255 /16 /46 /19 /17 /14 /15 /55 /17 /i255 /46 /14 /i255 /49 /46 /i255/56/15/59 /17 /i255 /15 /i255 /16 /51 /15 /20/56/i255/22 /46 /14 /i255 /49 /54 /17 /i255 /48 /15 /47/56/17/11 /49 /i255 /46/22 /i255 /15 /i255 /51 /46 /12 /12 /i255 /20 /12 /i255 /55 /13 /20 /51 /49 /47 /i255 /46 /22 /i255 /15 /i255 /16 /14 /20/56/17/i255 /15 /11 /60 /i255/56/15/47 /i255 /61 /17 /i255 /12 /13 /61 /62 /17 /16 /49 /i255 /49 /46 /i255 /22 /20 /11 /17 /12 /i255 /15 /11 /60 /i255 /16 /46 /11 /22 /20 /11 /17/56/17/11 /49 /i255 /20 /11 /i255 /12 /49 /15 /49 /17 /i255 /48 /14 /20 /12 /46 /11 /24 Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

MyPHLY ONLINE PORTAL
PHLY Customer Service
• Enhanced Self Service Options
and Mobile Browsing
• View Payment History, Invoices,
and Policy Documents
• Report and Search Claims
• Direct Deposit Commission Payments
• Edit User Profile and Contact Information

DIRECT CUSTOMER BILLING BENEFITS
•Receive invoice direct from PHLY
•Go Paperless with e-billing
•Never forget a payment with
PHLY Recurring Payments
•Flexible Payment Plans
•Automated Payment Application
for faster processing

PAYMENT OPTIONS
• Online – PHLY.com/MyPHLY
• Phone – 877.438.7459, option 1
• Mail – P.O. Box 70251, Philadelphia, PA 19176-0251

ON DEMAND CUSTOMER SERVICE ACCESS

VISIT My PHLY.COM TO GET STARTED
Philadelphia Insurance Companies is the marketing name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp., a Member of the Tokio Marine Group. Your insurance policy, and not the information contained in this document, forms the contract between you and your insurance company. If there is a discrepancy or conﬂict between the information contained herein and your policy, your policy takes precedence. All coverages are not available in all states due to state insurance regulations. Certain coverage(s) may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guarant y funds and insureds are therefore not protected by such funds. | © 2007-2019 Philadelphia Consolidated Holding Corp., All Rights Reserved.

• Live Chat - PHLY.com
• Phone - 877.438.7459
• Email - [email protected]
• Hours: Monday - Friday 8:30 a.m. - 8:00 p.m. ET
800.873.4552
PHLY.com
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Ed. 022321
Philadelphia Insurance Companies is the marketing name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp., a Member of the Tokio Marine Group. Coverage(s) described may not be available in all states and are subject to underwriting and certain coverage(s) may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds and insureds are therefore not protected by such funds. | © 2021 Philadelphia Consolidating Holding Corp., All Rights Reserved. 800.873.4552 | PHLY.com
Exceptional Customer Service
• Net Promoter Score among the industry’s best
• Voice of the Customer empowers customer feedback
• Self Service at MyPHLY.com
• Direct Bill with payment plans
• Dedicated billing representative
TEAMPHLY - working for you!
• Marketing/Underwriting/Account Management team
advocating on your behalf
• Account Stewardship
• Giving back to local communities
Hear what our agents are saying about their
experience with The PHLY Difference.

Learn more: ThePHLYDifference.com
Complimentary & Tailored Risk Management
• PHLYTrac GPS Program
• SmarterNow Online Learning Management System
• Abuse Prevention Systems Program
• PHLYSense Temperature/Water Monitoring Program
Best in class Claims Experience
• 96%+ Customer Satisfaction Rating
• Industry and Type-of-Loss Claims Specialists
• In-house Recovery and Subrogation
• Claim-specific reserving practices
Industry Leading coverages
• Full Suite of coverages - package, automobile,
umbrella, D&O, Cyber, A&H, Environmental, Surety
• Industry specific coverage enhancements
• Admitted & Non-admitted
CustomerService
Ed. 022321
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Risk Management Services
Philadelphia Insurance Companies is the marketing name for the insurance company subsidiaries of the Philadelphia Consolidated Holding Corp., a Member of the Tokio Marine Group. Coverage(s) described may not be available in all states and are subject to underwriting and certain coverage(s) may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds and insureds are therefore not protected by such funds. | © 2024 Philadelphia Consolidating Holding Corp., All Rights Reserved. 833.PHLYRMS | PHLY.com/RMS
Ed. 022124

PHLYRMS RESOURCES
Welcome to Philadelphia Insurance Companies (PHLY)! As a PHLY customer, your organization now has access to tools and services that can assist in your risk management efforts. Our Risk Management Services (RMS) Consultants can provide in-person assistance, from leading employee safety meetings to providing valuable guidance regarding safety best practices.

PHLY also provides various risk management tools and resources at little or no additional cost to your organization.

To access these resources, please take a moment to register on our website. If you already have an account on PHLY.com, please log in to access Risk Management Services resources.

Risk Management Resources
We encourage you to explore the following risk management resources:

PHLYTrac: PHLY’s telematics tool providing
an online dashboard that tracks location,
speeding, hard breaking, and other fleet
statistics - PROVIDED AT NO COST TO
ELIGIBLE PHLY CUSTOMERS!

PHLYTRAC
IntelliCorp: Provides a discounted
background check package as well as
discounted pricing for add-on services, such as
Motor Vehicle Reports (MVRs).

IntelliCorp
SmarterNow: PHLY’s no-cost Learning
Management System that provides online
training, assignment, and reporting
capabilities. Trainings include defensive driver,
discrimination in the workplace, security
awareness, and many more.

SMARTERNOW!

CONTACT
For questions about your organization’s risk management needs and information on PHLY’s Risk Management Services please contact PHLYRMS:

Phone: 1.833.PHLYRMS (Mon-Fri 8:30 a.m. - 5:00 p.m. ET) E-mail: [email protected]
The PHLYSense System is a property
monitoring tool that uses a sensor to provide
immediate alerts to hazardous property
conditions, such as low temperature or the
presence of moisture. Provided at no cost to
our customers with property coverage.

PHLYSENSE
Abuse Prevention Training: Access
to an online training platform and tailored
programming support to improve the safety of
organizations that serve vulnerable populations,
including children and vulnerable adults.

Protecting Vulnerable Populations
®
Abuse
Risk Management
The PHLYGateway is an online portal
that provides a suite of management and
professional risk resources including an online
training platform, model policies, and a Best
Practices Help Line.

PHLYGATEWAY
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 BJP-190-1 (02/21)

Page 1 of 2 ends

Philadelphia Indemnity Insurance Company
A Stock Company (Nonparticipating)

Commercial
Lines
Policy

THIS POLICY CONSISTS OF:

– DECLARATIONS
– COMMON POLICY CONDITIONS
– ONE OR MORE COVERAGE PARTS. A COVERAGE PART CONSISTS OF:
• ONE OR MORE COVERAGE FORMS
• APPLICABLE FORMS AND ENDORSEMENTS

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 BJP-190-1 (02/21)

Page 2 of 2 ends

IN WITNESS WHEREOF, we have caused this policy to be ex ecuted and attested, and, if required by state law, this policy shall not be valid unless signed by our authorized representative.

President and CEO Secretary
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

IL N 177 09 12

IL N 177 09 12 © Insurance Services Office, Inc., 2012 Page 1 of 1

CALIFORNIA PREMIUM REFUND DISCLOSURE NOTICE

In accordance with CAL. INS. CODE § 481.(c), we are not ifying you that in the event that the first Named Insured cancels the insurance policy, we shall retain 10% of the unearned premium. The premium refunded to you will therefore be calculated as 90% of the pro rata unearned premium. But if c ancellation takes place during the first year of a multiyear prepaid policy, we will return 90% of the pro rata unearned premium for the first year and the full annual premium for the subsequent years.

If you have an Equipment Breakdown policy or your polic y contains an Equipment Breakdown Coverage Part, then the following premium refund calculation applies instead of that provided in the preceding paragraph. For the Equipment Breakdown policy premium or for the premiu m attributable to the Equipment Breakdown Coverage Part, we shall retain 25% of the unearned premium. The premium refunded to you will therefore be calculated as 75% of the pro rata unearned premium. But if cancellati on takes place during the first year of a multiyear prepaid policy, we will return 75% of the pro rata unearned prem ium for the first year and the full annual premium for the subsequent years.

However, the penalties set forth in the preceding paragraphs will not apply under the following circumstances, even if the first Named Insured cancels the policy:

1. The Insured(s) no longer has a financial or insurable inte rest in the property or bus iness operation that is the subject of insurance;

2. Cancellation takes place after the first year for a prepa id policy written for a term of more than one year; or

3. The policy is rewritten in the same insuring company or company group.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-FEES-NOTICE 1 (11/19)
*$10 in Florida, Maryland, South Carolina

**$15 in Florida and $20 in New York

***$25 in Delaware, Georgia, New Hampshire and New Mexico; and $15 in Kansas and Nebraska

PI-FEES-NOTICE 1 (11/19)

Page 1 of 1 ends

NOTICE

LATE FEE

NON-SUFFICIENT FUNDS FEE

REINSTATEMENT FEE

Late Fee
Please be advised that if your payment is late (payment is not received within five days of the payment due date indicated on the invoice), you will be charged a late fee of $25* (where permitted).

Non-Sufficient Funds Fee
Please be advised that if your payment is returned for non-sufficient funds, you will be charged a fee of $25** (where permitted).

Reinstatement Fee
Please be advised that if your policy is cancelled due to non- payment of the premium and we agree to reinstate your policy, you will be charged a reinstatement fee of $50* ** (where permitted).

These fees are in addition to any premium owed on the policy and each fee can apply more than once during the policy term.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-POL-FORM-SCH (08/20)
PI-POL-FORM-SCH (08/20)
Page of
Form Schedule – Policy
Policy Number:

Forms a
nd Endorsements applying to this Coverage Part and made a part of this policy at time of issue:

Form Edition Description
Philadelphia Indemnity Insurance Company
PHUB915648-000
BJP-190-1
IL N 177
PI-FEES-NOTICE 1
PI-CANC-CA 1
0221
0912
1119
1013
Commercial Lines Policy Jacket
California Premium Refund Disclosure Notice
Notice Late/Non-Sufficient Funds/Reinstatement Fee
California Cancellation Amendment
1 1
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-002 (05/19)
POLICY NUMBER:

PI-CXL-002 (05/19)

Page 1 of 5 ends

Includes copyrighted material of Insurance Services Office, Inc., with permission.

COMMERCIAL UMBRELLA LIABILITY INSURANCE

POLICY DECLARATIONS
NAMED INSURED:

MAILING ADDRESS:

POLICY PERIOD: FROM TO AT 12:01 A.M. STANDARD

TIME AT YOUR MAILING ADDRESS SHOWN ABOVE

IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY.

LIMITS OF INSURANCE

EACH OCCURRENCE LIMIT
(LIABILITY COVERAGE) $
PERSONAL & ADVERTISING INJURY LIMIT $ Any one person or organization PRODUCTS COMPLETED OPERATIONS AGGREGATE LIMIT $
GENERAL AGGREGATE LIMIT (LIABILITY COVERAGE) (except with respect to Auto Liability and Products Completed Operations) $

RETAINED LIMIT
RETAINED LIMIT: $
Philadelphia Indemnity Insurance Company
PHUB915648-000
123941
(209)250-0269
10/19/2025
Oliveira Enterprises Inc.

InsureCAL Insurance Agency
741 E Main St
Turlock, CA 95380
10/19/2024
8005 Bruns Rd
Byron, CA 94514-1623
2,000,000
2,000,000
10,000
2,000,000
2,000,000
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-002 (05/19)
POLICY NUMBER:

PI-CXL-002 (05/19)

Page 2 of 5 ends

Includes copyrighted material of Insurance Services Office, Inc., with permission.

PREMIUM

PREMIUM SUBTOTAL
STATE TAXES, FEES, SURCHARGES (if applicable)
PREMIUM TOTAL (including Taxes, Fees, Surcharges)
AUDIT PERIOD:  NOT APPLICABLE  ANNUALLY  SEMI-ANNUALLY  QUARTERLY  MONTHLY

SEE ATTACHED SCHEDULE

ENDORSEMENTS ATTACHED TO THIS POLICY

DESCRIPTION OF BUSINESS
FORM OF BUSINESS:

BUSINESS DESCRIPTION:

PHUB915648-000

CORPORATION
X
Farmowners - Farm and Ranch Operations
$ 12,333.00
$ 12,333.00
Not Applicable
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-002 (05/19)
POLICY NUMBER:

PI-CXL-002 (05/19)

Page 3 of 5 ends

Includes copyrighted material of Insurance Services Office, Inc., with permission.

SCHEDULE OF UNDERLYING INSURANCE
Employers' Liability
Company:

Policy Number:

Policy Period:

Minimum Applicable Limits
Bodily injury by accident $ Each Accident
Bodily injury by disease $ Each Employee
Bodily injury by disease $ Policy Limit
 Occurrence  Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits:

General Aggregate $
Products-Completed Operations Aggregate $
Personal And Advertising Injury $
Each Occurrence $
Commercial Auto Liability
Company:

Policy Number:

Policy Period:

Minimum Applicable Limits
Garage Aggregate Limit For Other Than Autos
(if applicable) $
Each Accident $
Professional Liability  Occurrence  Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits
$
$
PHUB915648-000

SEE FARM LIABILITY SUPPLEMENTAL SCHEDULE OF UNDERLYING INS PHPK2699174-000
Philadelphia Indemnity Insurance Company
10/19/2024 10/19/2025
Not Applicable
1,000,000
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-002 (05/19)
POLICY NUMBER:

PI-CXL-002 (05/19)

Page 4 of 5 ends

Includes copyrighted material of Insurance Services Office, Inc., with permission.

Employee Benefits Liability  Occurrence  Claims-Made Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits
$
$
Abusive Conduct Liability  Occurrence  Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits
$
$
Directors & Officers Liability  Occurrence  Claims-Made Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits
$
$
Liquor Liability  Occurrence  Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits
$
$
PHUB915648-000
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-002 (05/19)
POLICY NUMBER:

PI-CXL-002 (05/19)

Page 5 of 5 ends

Includes copyrighted material of Insurance Services Office, Inc., with permission.

Watercraf
t Liability  Occurrence  Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits
$
$
Other Coverages Not Included in Above  Occurrence  Claims-Made Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits
$
$

THESE DECLARATIONS, TOGETHER WITH THE COMMON POLICY CONDITIONS AND COVERAGE FORM(S) AND ANY ENDORSEMENT(S), COMPLETE THE ABOVE NUMBERED POLICY.

Countersigned: By:
(Date) (Authorized Representative)
IN WITNESS WHEREOF, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by our authorized representative.

Secretary
John W. Glomb, Jr.

President & CEO
PHUB915648-000
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-002B (04/13)
Page of

FARM LIABILITY

SUPPLEMENTAL SCHEDULE OF UNDERLYING INSURANCE
Occurrence Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits:

General Aggregate $
Products-Completed Operations Aggregate $
Personal And Advertising Injury $
Each Occurrence $
Occurrence Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits:

General Aggregate $
Products-Completed Operations Aggregate $
Personal And Advertising Injury $
Each Occurrence $
Occurrence Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits:

General Aggregate $
Products-Completed Operations Aggregate $
Personal And Advertising Injury $
Each Occurrence $
Occurrence Claims-Made
Company:

Policy Number:

Policy Period:

Retroactive Date:

Minimum Applicable Limits:

General Aggregate $
Products-Completed Operations Aggregate $
Personal And Advertising Injury $
Each Occurrence $
X
X
Commercial General Liability
Farmowners Farm Liability
Philadelphia Indemnity Insurance Company
Philadelphia Indemnity Insurance Company
PHPK2699174-000
PHPK2699174-000
10/19/2024
10/19/2024
10/19/2025
10/19/2025
Not Applicable
Not Applicable
2,000,000
2,000,000
2,000,000
2,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1 1
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

Page of

Form Schedule – Umbrella Liability

Policy Number:

Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue:

Form Edition Description

Philadelphia Indemnity Insurance Company
PHUB915648-000
PI-CXL-002
PI-CXL-002B
PI-CXF-001
PI-CXF-002
PI-CXF-003
PI-CXF-004
PI-CXL-001
PI-CXL-004
PI-CXL-006
PI-CXL-007
PI-CXL-032
PI-CXL-039
PI-CXL-041
PI-CXL-068
PI-CXL-075
PI-CXL-088
PI-CXL-092
PI-CXL-099
PI-CXL-100
PI-CXL-111
PI-CXL-113
PI-CXL-117
PI-CXL-132
PI-CXL-137
PI-CXL-CA 1
PI-CXL-CA 2

PI-UMTER-DN
0519
0413
0119
0119
0119
0119
0314
0119
0912
0519
0912
0115
0516
0912
0314
0314
0119
0116
0119
0719
0118
0119
0620
0422
0912
0912
1220
Commercial Umbrella Liability Ins Policy Declarations
Farm Liability Supplemental Schedule of Underlying Ins
Farm Liability Follow Form Endorsement
Expected Or Intended Injury Exclusion
Limited Farm Pollution Liability Coverage Endorsement
Farm Umbrella Liability Coverage Endorsement
Commercial Umbrella Liability Insurance Policy
Directors And Officers Liability Exclusion
Employers Liability (Stop Gap) Exclusion
Abuse Or Molestation Exclusion
Fungi Or Bacteria Exclusion
Cap On Losses From Certified Acts Of Terrorism
General Liability Follow Form Endorsement
Employee Benefits Liability Exclusion
Lead Liability Exclusion
Access Or Disclosure Of Confidential Info W/Exception
Automobile Liability (Sublimit)
Recording And Distribution Of Material Or Information
Absolute Cyber Liability And Electronic Exclusion
Limit Of Ins Excl Clause Minimum Limit Requirement
Per Location / Per Project Agg Limit Of Ins Exclusion
Silica Or Silica-Related Dust Exclusion
Absolute Communicable Disease Exclusion
Total Exclusion - PFC/PFAS
California Changes - Cancellation And Nonrenewal
California Changes
Disclosure Notice Of Terrorism Ins Cov Rejection Opt
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Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CANC-CA 1 (10/13)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CALIFORNIA CANCELLATION AMENDMENT

The following provision is added to the Cancellation Policy Condition and supersedes any language to the contrary:

If this policy is cancelled, we will send the first Named Insured any premium refund due.

1. If we cancel, the refund will be pro rata.

2. If the first Named Insured cancels, the refund may be less than pro rata pursuant to a disclosure notice attached to this policy.

The cancellation will be effective even if we have not made or offered a refund.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-001 (01/19)

PI-CXF-001 (01/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

FARM LIABILITY FOLLOW FORM ENDORSEMENT

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

This policy is intended to include Farm Liability Coverage.

The Farm Liability insurance provided will follow the same provisions, exclusions and limitations that are contained in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance unless otherwise directed by this policy, or an endorsement to this policy.

To the extent that such provisions differ or conflict, the provisions of this policy will apply. However, the coverage provided under this policy will not be broader than that provided by the applicable “underlying insurance.”

Any per location or per project aggregate limit of insurance that is extended in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance will not apply to the coverage provided by this endorsement.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-002 (01/19)
PI-CXF-002 (01/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EXPECTED OR INTENDED INJURY EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

Exclusion a., Expected Or Intended Injury, under SECTION I – COVERAGES, is deleted in its entirety and replaced with the following:

a. Expected Or Intended Injury

"Bodily injury" or "property damage" which is expected or intended from the standpoint of the insured even if the resulting "bodily injury" or "property damage":

1. Is of a different kind, quality or degree than initially expected or intended; or

2. Is sustained by a different person, organization, real property or personal property than initially expected or intended.

However, this exclusion does not apply to "bodily injury" or “property damage” resulting from the use of reasonable force to protect persons or property.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-003 (01/19)
PI-CXF-003 (01/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

LIMITED FARM POLLUTION LIABILITY COVERAGE ENDORSEMENT

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SCHEDULE

Limited Farm Pollution Liability Coverage Endorsement Aggregate Limit: $1,000,000

All coverage, exclusions, conditions and definitions under the Commercial Umbrella Liability Insurance Policy to which this endorsement is attached apply unless specifically excepted by this endorsement.

The following coverages are included only when an aggregate Limit of Insurance is identified on the SCHEDULE of this endorsement.

A. COVERAGE

PART 1 – CHEMICAL APPLICATION, STORAGE, AND NON-“AUTO” TRANSPORTATION

LIABILITY COVERAGE

1. OPERATION OF THE ENDORSEMENT

This endorsement provides a limited exception to Exclusion o. Pollution, under 3. Exclusions, of SECTION I - COVERAGES, when a limit of $1,000,000 or greater is included on the underlying Coverage Form shown on the Schedule of Underlying Insurance.

This endorsement provides limited coverage only for a “covered farm chemical application incident".

2. EXCLUSIONS

A “covered farm chemical application incident” does NOT include:

a. "Property damage", or any other injury or damage, to any farm products or crops you, or someone on your behalf, grows, handles, processes, stores, sells, distributes, transports, or uses, anywhere, at any time, under any circumstances;

b. "Bodily injury", "property damage", or any other injury or damage, that arises out of or is a result of the storage, transport, use, presence or existence anywhere, at any time, under any circumstances, of any "agricultural chemicals, liquids or gases" not governmentally approved for current use, or which are no longer fit for the original purposes or uses for which they were intended;

c. "Bodily injury" or "property damage" that arises out of or is the direct result of the accidental discharge, dispersal, seepage, migration, release or escape of waste "pollutants" sto red in a container of any kind including lagoons or other permanent storage facilities at or from any premises that you own, lease or rent and to which this Coverage Form applies;

d. "Bodily injury", "property damage", or any other injury or damage, sustained or claimed by any person or organization, which arises out of or is a result of, or is in any way connected with, such person's or organization's work for, contract or agreement with, or participation in Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-003 (01/19)
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providing or performing services or operations for or on behalf of, any insured, involving the application, storage, transport, spraying, handling, or other use of any kind, of any "agricultural chemicals, liquids or gases"; or

e. "Bodily injury", "property damage", or any other injury or damage excluded by any exclusion in SECTION I - COVERAGES, 3. Exclusions, other than as specifically excepted by this endorsement.

3. LIMITS OF INSURANCE

With respect to "bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of “pollutants”:

a. The Aggregate Limit shown in the SCHEDULE of this endorsement is the most we will pay for the sum of all "bodily injury" or "property damage" regardless of the number of insured’s, claims made or “suits” brought, or persons or organizations making claims or bringing “suits”.

b. Under no circumstances shall the Limit of Insurance under this endorsement be used to cover accidents which happen outside this policy period.

PART 2 – LIMITED FARM POLLUTION LIABILITY COVERAGE

1. OPERATION OF THE ENDORSEMENT

2. LIMIT OF INSURANCE

With respect to "bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of “pollutants”:

b. Under no circumstances shall the Limit of Insurance under this endorsement be used to cover accidents which happen outside this policy period.

B. SCHEDULE OF LIMITS OF INSURANCE

The limit shown in the SCHEDULE of this endorsement is the most we will pay regardless of the number of “incidents”, insured’s, claims made or “suits” brought, or personal or organizations making claims or bringing “suits” under this endorsement.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-003 (01/19)
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C. DEFINITIONS

1. “Covered farm chemical application incident" means the following:

“Bodily injury" or "property damage" that arises out of and is the direct result of the accidental discharge, dispersal, seepage, migration, release or escape of "pollutants" during a lawful and proper application of "farm chemicals" governmentally approved for application on, at, or from any premises that you own, lease or rent and to which this Coverage Form applies:

a. to crop ground by some means other than the use of an aircraft; or

b. by spraying immediately in and around your "residence premises", farm buildings, outbuildings or other farm structures provided that such spraying is:

(1) For the purpose of killing, repelling or controlling pests, rodents or insects; or

(2) For the purpose of killing or controlling weeds.

c. that are stored, other than in an underground storage tank or underground storage container of any kind, in a lawful manner; or

d. while being transported in other than an “auto” by you or your employees.

2. “Agricultural chemicals, liquids or gases” means pesticides, herbicides, insecticides, poisons, fertilizers, plant nutrients and similar chemical compounds used to increase the yield of farm products or crops, to kill, repel or control pests, rodents or insects, or to kill or control weeds; and petroleum products used to operate farm machinery and vehicles. It does not include waste or animal byproducts being transported or stored for disposal, recycling, reconditioning or reclaiming.

3. ”Clean-up costs” means expenses for the removal, clean-up or neutralization of “agricultural chemicals, liquids or gases”.

4. “Environmental damage” means the injurious presence in or upon land, the atmosphere, or any watercourse or body of water of “agricultural chemicals, liquids or gases”.

5. “Incident” means a sudden and abrupt release or escape of “agricultural chemicals, liquids or gases” into or upon land, the atmosphere, or any watercourse or body of water, provided that such discharge, release, or escape results in “environmental damage”. The entirety of any such discharge, release, or escape shall be deemed to be one “incident”.

6. “Pollutants” – This “Pollutants” definition is only applicable to PART 2 of this endorsement and ONLY applies when the optional “Waste Coverage” coverage is included in the underlying policy.

“Pollutants” under SECTION IV - DEFINITIONS of the Farm Liability Coverage Form is amended to include manure from livestock, poultry or other animals, generated or used in the normal course of the insured’s “farming” operations. Waste, as described in the “Pollutants” definition, does not include manure from livestock, poultry or other animals, generated or used in the normal course of the insured’s “farming” operations.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-004 (01/19)

PI-CXF-004 (01/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

FARM UMBRELLA LIABILITY COVERAGE ENDORSEMENT

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

A. Subject to the provisions of this endorsement, insurance under the Commercial Umbrella Liability Insurance Policy applies with respect to liability arising out of the “insured’s” farming operations and personal activities.

B. The term spouse, as applicable to coverage under this policy, includes:

1. husband or wife; or

2. if unmarried, a:
a. civil partner by Civil Union or Registered Domestic Partnership filed and recognized by the state; or
b. domestic partner.

Domestic partner means a person living with you and sharing a common domestic life and whose relationship resembles a mutually exclusive partnership such as that of a marriage and:
a. is at least 18 years of age and capable of entering into a legal contract:
b. is not a “Relative”; and
c. shares with you financial interdependence and common residence. Evidence of such includes, but is not limited to:
i. joint domestic responsibility for the maintenance of the household; ii. having joint financial obligations, resources or assets; iii. documents such as a driver’s license, tax returns or bills showing a common address for both parties;
iv. both parties receiving mail at the same address;
v. a declaration of domestic partnership with that person or similar declaration about that person with an employer or government entity.

A domestic partner does not include more than one person, a roommate, or a housemate whether sharing expenses equally or not, or one who pays rent to the policyholder.

C. EXCLUSIONS

SECTION I – COVERAGES, 3. Exclusions is amended by the addition of the following exclusions:

This insurance does not apply to:

1. Laws
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Any liability or legal obligation of any “insured” with respect to "bodily injury" or "property damage" arising out of the Migrant and Seasonal Agricultural Worker Protection Act.

2. Communicable Disease

"Bodily injury" or "property damage" arising out of the transmission of a communicable disease by an “insured”.

3. Controlled Substances

"Bodily injury" or "property damage" arising out of the use, sale, manufacture, delivery, transfer or possession by any person of a Controlled Substance(s) as defined by the Federal Food and Drug Law at 21 U.S.C.A. Sections 811 and 812. Controlled Substances include but are not limited to cocaine, LSD, marijuana and all narcotic drugs. However, this exclusion does not apply to the legitimate use of prescription drugs by a person following the orders of a licensed physician.

4. Release Or Discharge From Aircraft

"Bodily injury" or "property damage" caused by or resulting from any substance released or discharged from any aircraft.

This exclusion does not apply to your model or hobby aircraft unless used or designed to carry an operator(s), any other person(s), or cargo.

5. Motorcycle Or Motorized Bicycle, Tricycle or Other Recreational Vehicle

"Bodily injury" or "property damage" arising out of the maintenance, use, operation or “loading or unloading” of any motorcycle or motorized bicycle, tricycle or other “recreational vehicle” by any “insured” or any other person.

This exclusion does not apply to the operation of such vehicles as described above that are not owned or leased by any “insured”. This exception does not apply to:
a. “Property damage” to such vehicles as described above rented to, occupied by, being used by, in the care of or being operated by any “insured”; or b. The liability of any person while using such vehicles as described above without a reasonable belief the person is entitled to do so.

6. Aircraft or Watercraft

“Bodily injury” or “property damage” arising out of the ownership, maintenance, use or entrustment to others of any aircraft or watercraft owned or operated by or rented or loaned to any “insured”.

Use includes, operation and “loading or unloading.” This exclusion does not apply to the operation of watercraft less than 40 feet in length that is not owned or leased by any “insured”. This exception does not apply to:
a. “Property damage” to the watercraft rented to, occupied by, being used by, in the care of or being operated by any “insured”; or
b. The liability of any person while using the watercraft without a reasonable belief the person is entitled to do so.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-004 (01/19)

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7. Use Of Livestock Or Other Animals

"Bodily injury" or "property damage" arising out of:
a. Any for profit or non-profit equine related "business" activities, including but not limited to equine training, riding instruction, exhibitions, competition, racing or breeding services, or the use of any premises for livery stables, rental equines, dude ranching or equine boarding; b. The use of any livestock or other animal in, or while in practice or preparation for, a prearranged racing, speed or strength contest, or prearranged stunting activity. But this Exclusion 7.b. applies only to "occurrences", arising out of such contests or activities, that take place at the site designated for the contest or activity; or c. The use of any livestock or other animal, with or without an accessory vehicle, for providing rides to any person for a fee or for providing rides in connection with or during a fair, charitable function or similar type of event.

8. Business Pursuits

"Bodily injury", "property damage" or “personal and advertising injury” arising out of or in connection with a "business" engaged in by an “insured”. This exclusion applies but is not limited to an act or omission, regardless of its nature or circumstance, involving a service or duty rendered, promised, owed, or implied to be provided because of the nature of the "business".

This exclusion does not apply to activities related to serving as an officer or a member of the board of directors of a not-for-profit organization other than a governmental subdivision or a health care provider.

9. Custom Farming and Farm Management

"Bodily injury" or "property damage" arising out of an “insured's” performance of, or failure to perform:
a. "Custom farming" operations of any kind; or
b. "Farming" operations of another pursuant to a "farm management" contract or agreement, whether written or oral.

10. Bodily Injury to Any Insured

“Bodily injury” to you or to any “insured”

This exclusion also applies to any claim made or “suit” brought against you or any “insured”:
a. To repay; or
b. Share damages with;
Another person who may be obligated to pay damages because of such “bodily injury”.

11. Property in the Care, Custody or Control of the Insured

“Property damage” to:

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a. Property owned by, leased or rented to the Named Insured or any member of the Named Insured’s household;
b. Any automobile, aircraft or watercraft used by or in the care of any “insured”; c. Any property used or occupied by or in the care of any “insured” to the extent the “insured” has agreed to provide insurance.

12. Damage to Your Product and Products of Others

“Property damage” to:

a. "Your product", arising out of “your product” or any part of it; b. The property or products of others that are destroyed, impaired, spoiled or ruined because “your product” or “your work” has been included or combined with them.

13. Violation of Laws or Ordinance

“Bodily injury”, “property damage” or “personal and advertising injury” caused by a violation of a penal law or ordinance committed by or with the knowledge or consent of an “insured”.

D. DEFINITIONS

SECTION V – DEFINITIONS is amended by the addition of the following definitions:

1. “Business” means

a. Any full-time or part-time trade, profession, occupation or commercial enterprise or activity for profit;
b. Any activities in connection with an agricultural cooperative or not-for-profit corporation;

but does not include "farming".

If an “insured” regularly provides home day care services to a person or persons other than an "insured” and receives monetary or other compensation for such services, that enterprise is a "business" pursuit. Mutual exchange of home day care services, however, is not considered compensation.

The rendering of home day care services by an “insured” to a relative of an “insured” is not considered a "business" pursuit.

2. “Custom farming” means the performance of one or more agricultural operations by an “insured”, at a farm that is not an “insured location”, at the direction of the owner or operator of the farm or the authorized representative of the owner or operator.

But “custom farming” does not mean:

a. Operations conducted at a premises rented to, leased to, or controlled by an “insured”; b. Operations for which no compensation in money or goods is received; or c. A neighborly exchange of services.

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"Custom farming" operations include the use or "loading or unloading" of farm tractors, trailers, implements, or other "mobile equipment" while used under the "custom farming" agreement.

3. “Farm Management” means managing the entire or partial "farming" operations of another for a fee pursuant to a contract or agreement whether written or oral, whereby the farm manager directs and administers the culture, care and/or harvest of that "farming" operation.

4. “Farming” means the operation of an agricultural or aqua-cultural enterprise, and includes the operation of roadside stands, on your farm premises, maintained solely for the sale of farm products produced principally by you. Unless specifically indicated in the Declarations, “farming” does not include:
a. Retail activity other than that described above; or
b. Mechanized processing operations.

Sales from "farming" operations are primarily wholesale as opposed to retail.

Retail marketing is limited to incidental sales of your unprocessed farm production sold by you with the resulting gross income being a minor portion of your combined "farming" gross income.

5. “Insured” – With respect to this endorsement, “Insured” means:

a. If you are:
1) An individual, “insured” means you and:
a) Your spouse, if residing at the “residence premises”; b) Your “relatives” who are residing at the “residence premises”; c) Any other person under the age of 21 who is residing at the “residence premises” and is under the care of you or a person specified in a) or b) above. d) A student enrolled in school full time, as defined by the school, who was a member of your household before moving out to attend school, provided the student is under the age of:
i. 24 and your relative; or
ii. 21 and in your care or the care of a person specified in a.1) or 2). 2) A partnership or joint venture, you are an “insured”. Your members, your partners and their spouses are also “insureds”, but only with respect to the conduct of “farming” operations.
3) A limited liability company, you are an “insured”. Your members are “insureds”, but only with respect to the conduct of your "farming" operations. Your managers are also “insureds”, but only with respect to their duties as your managers. 4) A trust, you are an “insured”. Your trustee or co-trustees are also “insureds”, but only with respect to their duties as a trustee in connection with the insured location, and your “farming” operations and “personal activities”
5) An organization other than a partnership, joint venture, limited liability company or trust, you are an “insured”. Your “executive officers” and directors are “insureds”, but only with respect to their duties as your officers or directors. Your stockholders, if any, are also “insureds”, but only with respect to their liability as stockholders.

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b. Each of the following is also an “insured”:

1) Your “farm employees” or “residence employees”, other than either your “executive officers” and directors (if you are an organization other than a partnership, joint venture or limited liability company) or your managers and members (if you are a limited liability company), but only for acts that cause “bodily injury”, “property damage”, or “personal injury” to someone other than you, your partners or members (if you are a partnership or joint venture), your members (if you are a limited liability company), or a co-employee; and are within the scope of the employee’s employment by you or while performing duties
related to the conduct of your “farming” operations. However, none of these “employees” is an insured for:
a) “Bodily injury” or “personal and advertising injury”:
i. To you, to your partners or members or their spouses (if you are a partnership or joint venture), to your members or mangers (if you are a limited liability company), to your “executive officers” and directors, or to a co-“employee” while that co- “employee” is either in the course of his or her employment or performing duties related to the conduct of your "farming" operations; ii. To the spouse, child, parent, brother or sister of that co-“employee” as a consequence of “bodily injury” or “personal injury” to that co-“employee” as described in Paragraph a)i) above;
iii. For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs a)i) or ii) above; or
iv. Arising out of his or her providing or failing to provide professional health care services.
b) “Property damage” to property:
i. Owned, occupied or used by; or
ii. Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your “farm employees”, “residence employees” any partner or member (if you are a partnership or joint venture), or any member or manager (if you are a limited liability company), or any “executive officer” and director.
2) Any person (other than your “employee”), or any organization while acting as your real estate manager.
3) Any person or organization having proper temporary custody of your property if you die, but only:
a) With respect to liability arising out of the maintenance or use of that property; and b) Until your legal representative has been appointed.
4) Your legal representative if you die, but only with respect to their duties as such. That representative will have all your rights and duties under this Coverage Form.

Paragraphs b.3) and b.4) above only apply to the Named Insured and no other insureds.

c. With respect to “mobile equipment” registered in your name under any motor vehicle registration law and to which this insurance applies, any person is an “insured” while driving such equipment along a public highway with your permission in connection with a farming operation. Any other person or organization responsible for the conduct of such Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-004 (01/19)

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person is also an “insured”, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an “insured” with respect to:
1) “Bodily injury” to a co-“employee” of the person driving the equipment; or 2) “Property damage” to property owned by, rented to, in the charge of or occupied by you or any person or organization legally responsible for any person or organization who is an insured and described in paragraph b. above.

d. Any “farming” organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other general liability insurance available to that organization. However:
1) This insurance does not apply to “bodily injury” or “property damage” that occurred before you acquired or formed the organization; and
2) This insurance does not apply to “personal and advertising injury” arising out of an offense committed before you acquired or formed the organization.

e. With respect to animals or watercraft owned by an insured as defined in paragraph 1. above, insured also means any person or organization legally responsible but only insofar as:
1) The insurance under this Coverage Form applies to “occurrences” involving animals or watercraft;
2) That person’s or organization’s custody or use of the animals or watercraft does not involve “business”; and
3) That person or organization has the custody or use of the animals or watercraft with the owner’s permission.

f. Any person using a “recreational vehicle” or “mobile equipment” on the “insured location” with your consent is an insured provided this insurance applies to the “recreational vehicle” or “mobile equipment”.

g. No person or organization is an “insured” with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations.

6. “Loading or unloading” means the handling of property:

a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft, “recreational vehicle” or "auto"; or

b. While it is in or on an aircraft, watercraft, “recreational vehicle”, or "auto"; or

c. While it is being moved from an aircraft, watercraft, “recreational vehicle” or "auto" to the place where it is finally delivered;

But "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft, “recreational vehicle” or "auto".

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7. “Mobile equipment” – With respect to this endorsement, “Mobile Equipment” means any of the following types of land vehicles, including any attached machinery or equipment:

a. Bulldozers, forklifts, farm machinery, farm implements and other vehicles designed for use or used principally off public roads. This includes motorized golf carts, snowmobiles and other land vehicles designed for recreational use when used for “farming” purposes on an insured location.

b. Vehicles not licensed under motor vehicle registration subject to a compulsory or financial responsibility law, or subject to other motor vehicle insurance law while being used on an “insured location” or premises immediately adjacent to an “insured location” for “farming” purposes. Vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered “autos”.

c. Vehicles, other than snowmobiles, that travel on crawler treads;

d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted:
1) Power cranes, shovels, loaders, diggers or drills; or 2) Road construction or resurfacing equipment such as graders, scrapers or rollers.

e. Vehicles not described in Paragraphs a., b. c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well-servicing equipment; or 2) Cherry pickers and similar devices used to raise or lower workers;

f. Vehicles not described in Paragraphs a., b., c. or d. above, maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos":
1) Equipment designed primarily for:
a) Snow removal;
b) Road maintenance, but not for construction or resurfacing; c) Street cleaning;
2) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting or well-servicing equipment; and 3) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers.

8. “Personal Activities” means any act, omission, decision or transaction that does not arise from any insured’s “farming” or “business” activities.

9. “Recreational vehicle” means a motorized golf cart, snowmobile or other motorized land vehicle (including all-terrain vehicles) owned by any insured and designed for recreational use off public roads when used for recreational purposes off an “insured location”.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXF-004 (01/19)

PI-CXF-004 (01/19)

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10. "Residence employee" means an “insured's” employee whose duties are principally in connection with the maintenance or use of the "residence premises", including household or domestic services, or who performs duties elsewhere of a similar nature not in connection with the "farming" operations or any "business" of any “insured”.

11. “Residence premises” means your principal residence and the grounds and structures appurtenant to it.

"Residence premises" does not include any part or parts of a building or structure that are used for "business".

D. DEFINITIONS

The following definition under SECTION V – DEFINITIONS, is deleted in its entirety and replaced with the following:

“Pollutants” - With respect to this endorsement, “Pollutants” mean any solid, liquid, gaseous or thermal irritant or contaminant including but not limited to pesticides, herbicides, insecticides, agricultural dust, smoke, vapor, soot, fumes or odors, acids, alkalis, petroleum products and their derivatives, chemicals (including those applied or intended for application to soil, crops, water or livestock) and waste.

Such irritants or contaminants are "pollutants" whether or not they have any function in your operations, premises, sites or locations, and whether they are applied or released intentionally or by accident.

Waste includes but is not limited to materials to be recycled, reconditioned or reclaimed and livestock, poultry or other animal excrement.

E. The following additional coverage is added:

Damage To Property Of Others

Regardless of your legal liability, we will pay up to $50,000 per “occurrence” for “property damage” to property of others caused by an “insured”. Our liability for loss resulting from one “occurrence” shall be only for that portion of the loss which exceeds $10,000 for damage to borrowed farm machinery, vehicles and equipment, and $1,000 for all other covered losses under this additional coverage.

This additional coverage does not apply to:

1. Property owned by. Leased or rented to any “insured”.

2. Any “auto”, aircraft, or watercraft used by or in the care of any “insured”;

3. Animals or livestock in the care of any “insured” or for which any “insured” is legally liable; or

4. Any property used or occupied by or in the care of any “insured” to the extent the “insured” has agreed to provide insurance.

This additional coverage is limited to the same agreements, limitations, exclusions and conditions as provided by the “underlying insurance” shown in Item 4. of the Declarations of this policy except for the Limit of Insurance stated for this additional coverage.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

This policy has been issued in reliance upon the statement in the Declarations made a part hereof and in the application submitted for this insurance. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person qualifying as a Named Insured under this policy. The words "we," "us" and "our" refer to the company providing this insurance.

The word "insured" means any person or organization qualifying as such under SECTION II – WHO IS AN INSURED.

Other words and phrases in this policy that appear in quotation marks have special meaning. Refer to SECTION V – DEFINITIONS.

SECTION I – COVERAGES

COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY

COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY

1. Insuring Agreement

We will pay on behalf of the insured the "ultim ate net loss" in excess of the "applicable underlying limit,” whether or not collectible, which the insured becomes legally obligated to pay as damages because of "bodily injury," "proper ty damage" or “personal and advertising injury” to which this insurance applies.

Bodily Injury and Property Damage

a. This insurance applies to “bodily injury” or “property damage” only if:

(1) The “bodily injury” or “property damage” arising out of an “occurrence” takes place in the “coverage territory”;

(2) The “bodily injury” or “property damage” occurs during the policy period; and

(3) Prior to the policy period, no insured listed under Paragraph 1.a. of SECTION II – WHO IS AN INSURED and no “employee” authorized by you to give or receive notice of an “occurrence” or claim, knew that the “b odily injury” or “property damage” had occurred, in whole or in part. If such a listed insure d or authorized “employee” knew, prior to the policy period, that the “bodily injury ” or “property damage” occurred, then any continuation, change or resumption of such “bodily injury” or “property damage” during or after the policy period will be deemed to have been known prior to the policy period.

b. “Bodily injury” or “property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1.a. of SECTION II – WHO IS AN INSURED or any “employee” authorized by you to give or receive notice of an “occurrence” or claim, includes any continuation, change or resumption of that “bodily injury” or “property damage” after the end of the policy period.

c. “Bodily injury” or “property damage” will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.a. of SECTION II – WHO IS AN I N S U R E D or any “employee” authorized by you to give or receive notice of an “occurrence” Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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or claim:

(1) Reports all, or any part, of the “bodily injury” or “property damage” to us or any other i n s u r e r ;

(2) Receives a written or verbal demand or clai m for damages because of the “bodily injury” or “property damage”; or

(3) Becomes aware by any other means that “bodily injury” or “property damage” has occurred or has begun to occur.

Personal and Advertising Injury

This insurance applies to “personal and advertising injury” caused by an offense arising out of your business but only if the offense was commi tted in the “coverage territory” during the policy period.

2. Defense of Claims or Suits and Supplementary Payments

a. We will have the right and duty to defend the insured against any "suit" seeking damages which are payable under COVERAGES A or B including damages wholly or partly within the "retained limit," but which are not payable by a policy of "underlying insurance," or any other available insurance because:

(1) Such damages are not covered; or

(2) The "underlying insurance" has been exhausted by the payment of claims.

Damages because of “bodily injury” include damages claimed by any person or organization for care, loss of services or death result ing at any time from the “bodily injury.”

b. We may investigate and settle any claim or "suit" in a. above at our discretion.

c. Our right and duty in a. above ends when we have used up the “applicable limit of insurance" in the payment of judgments or settlements.

d. We will pay, with respect to any claims or "suits" we defend in a. above:

(1) All expense we incur.

(2) Up to $2000 for cost of bail bonds (including bonds for related traffic violations) required because of an “occurrence” we cover. We do not have to furnish these bonds.

(3) The premium for appeal bonds and bonds to release attachments, but only for bond amounts within the "applicable limit of insurance." We do not have to furnish these bonds.

(4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $250 a day because of time off from work.

(5) All court cost
s taxed against the insured in the "suit." However, these payments do not include attorneys’ fees or attorneys’ expenses taxed against the insured .

(6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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we make an offer to pay the "applicable limit of insurance," we will not pay any prejudgment interest based on that period of time after the offer.

(7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have:

(a) Paid, or offered to pay; or

(b) Deposited in court;

The part of the judgment that is with in the "applicable limit of insurance."

These payments will not reduce the limits of insurance.

e. We will have no duty to defend the insured against any claim or "suit" that any other insurer has a duty to defend. If we elect to join in the defense of such claims or "suits," we will pay all expenses we incur, but we will not contribute to the expenses of the insured or the “underlying insurer.”

f. If we defend an insured against a “suit” and an indemnitee of the insured is also named as a party to the “suit,” we will defend that indemn itee if all of the following conditions are met:

(1) The “suit” against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an “insured contract”;

(2) This insurance applies to such liability assumed by the insured;

(3) The obligation to defend, or the cost of t he defense of, that indemnitee, has also been assumed by the insured in the same “insured contract”;

(4) The allegations in the “suit” and the information we know about the “occurrence” are such that no conflict appears to exist between t he interests of the insured and the interests of the indemnitee;

(5) The indemnitee and the insured ask us to c onduct and control the defense of that indemnitee against such “suit” and agree that we can assign the same counsel to defend the insured and the indemnitee; and

(6) The indemnitee:

(a) Agrees in writing to:

(i) Cooperate with us in the investigati on, settlement or defense of the “suit”;

(ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the “suit”;

(iii) Notify any other insurer whose coverage is available to the indemnitee; and

(iv) Cooperate with us with respect to coordinating othe r applicable insurance
available to the indemnitee; and

(b) Provides us with written authorization to:

(i) Obtain records and other information related to the “suit”; and Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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(ii) Conduct and control the defense of the indemnitee in such “suit.”

So long as the above conditions are met, attorney s’ fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments.

Notwithstanding the provisions of Paragraph 3. Exclusions, f.(2) below, such payments will not be deemed to be damages for “bodily injury” and “property damage” and will not reduce the limits of insurance.

Our obligation to defend an insured’s indem nitee and to pay for attorneys’ fees and necessary litigation expenses as Supplem entary Payments ends when we have used up the “applicable limit of insurance” in the payment of judgments or settlements or the conditions set forth above or the terms of the agreement described in Paragraph f.(6) above.

3. Exclusions

This insurance does not apply to:

a. Expected Or Intended Injury

"Bodily injury" or "property damage" expected or intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury " or “property damage” resulting from the use of reasonable force to protect persons or property.

b. Workers Compensation and Similar Laws

Any obligation of the insured under a wo rkers’ compensation, disability benefits or unemployment compensation law or any similar law.

c. Employment Related Practices

"Bodily injury" or “personal and advertising injury” to:

(1) A person arising out of any:

(a) Refusal to employ that person;

(b) Termination of that person’s employment; or

(c) Employment related practices, policies, acts or omissions such as discrimination, criticism, self-defamati on, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or malicious prosecution directed at that person

(2) The spouse, child, parent, brother or sister of that person as a consequence of “bodily injury” or “personal and advertising injury” to that person at whom any of the employment- related practices described in Paragraphs (a), (b), or (c) above is directed.

This exclusion applies:

(1) Wheth
er the injury-causing event described in Paragraphs (a), (b) or (c) above occurs before, during or afte r employment of that person;

(2) Whether the insured may be liable as an employer or in any other capacity; and

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(3) To any obligation to share damages with or to repay someone else who must pay damages because of the injury.

d. War

“Bodily injury,” “property damage” or “personal and advertising injury” however caused arising, directly or indirectly out of:

(1) War, including undeclared or civil war;

(2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or

(3) Rebellion, revolution, insurrection, usurped power or action taken by governmental authority in hindering or defending against any of these.

e. E.R.I.S.A.

Any obligation of the insured under the Em ployees’ Retirement Income Security Act (E.R.I.S.A.) and any amendments thereto or any similar federal, state, or local statute.

f. Contractual Liability

"Bodily injury" or “property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a c ontract or agreement. This exclusion does not apply to liability for damages:

(1) That the insured would have in the absence of the contract or agreement; or

(2) Assumed in a contract or agreement that is an “insured contract,” provided the “bodily injury” or “property damage” occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an “insured contract,” reasonable attorney fees and necessary lit igation expenses incurred by or for a party other than an insured are deemed to be damages because of “bodily injury” or “property damage,” provided:

(a) Liability to such party for, or for the co st of, that party’s defense has also been assumed in the same “insured contract”; and

(b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.

g. Aircraft or Watercraft

"Bodily injury" or “property damage" arisi ng out of the ownership, maintenance, use or entrustment to others of any aircraft or wate rcraft owned, or operated by; or rented or loaned to any insured. Use includes operation and “loading or unloading.”

This exclusion applies even if the claims agains
t any insured allege negligence or other
wrongdoing in the supervision, hiring, employ ment, training or monitoring of others by that i n s u r e d .

This exclusion does not apply to:

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(1) Watercraft while ashore on premises you own or rent;

(2) Watercraft you do not own that is:

( a ) Less than 50 feet long; and

(b) Not being used to carry persons or property for a charge.

(3) Liability assumed under any “insured contract” for the ownership, maintenance or use of aircraft or watercraft.

(4) The extent that valid “underlying insurance” for the aircraft or watercraft liability risks described above exists or would have exis ted but for the exhaustion of underlying limits for “bodily injury” or “property damage.” Coverage provided will follow the provisions, exclusions and limitations of the “underlying insurance” unless otherw ise directed by this i n s u r a n c e ; o r

(5) Aircraft that is:

(a) Chartered by, loaned to, or hired by you with paid crew; and

(b) Not owned by any insured.

h. Auto Coverages

( 1 ) “Bodily injury” or “property damage” arising out of the ownership, maintenance or use of any “auto” which is not an “auto” covered by “underlying insurance”; or

(2) Any loss, cost or expense payable under or resulting from any first party physical damage coverage; no-fault law; personal injury prot ection or auto medical payment coverage; or uninsured or underinsured motorist law.

In addition, any other auto liability exclusions contained in the applicable “underlying insurance” shown in the Schedule of Underlying shall apply.

i. Other Personal and Advertising Injury Exclusions

“Personal and advertising injury":

(1) Knowing Violation of Rights of Another

Caused by or at the direction of the insu red with the knowledge that the act would violate the rights of another and would inflict “personal and advertising injury.”

(2) Material Published with Knowledge of Falsity

Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity.

(3) Material Published Prior to Policy
Period

Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. All "personal and advertising injury" arising out of publication of the same or similar mate rial subsequent to the beginning of the policy period is also excluded.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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(4) Criminal Acts

Arising out of a criminal act committ ed by or at the direction of the insured.

(5) Contractual Liability

For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of a contract or agreement.

(6) Breach of Contract

Arising out of a breach of contract, except an implied contract to use another’s advertising idea in your “advertisement.”

(7) Quality or Performance of Goods – Failure to Conform to Statements

Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your “advertisement.”

(8) Wrong Description of Prices

Arising out of the wrong description of the price of goods, products or services stated in your “advertisement.”

(9) Infringement of Copyright, Patent, Trademark or Trade Secret

Arising out of the infringement of copy right, patent, trademark, trade secret or other intellectual property rights. Under this ex clusion, such other intellectual property rights do not include the use of another’s advertising idea in your “advertisement.”

However, this exclusion does not apply to infringement in your “advertisement” of copyright, trade dress or slogan.

(10) Insureds in Media and Internet Type Businesses

Committed by an insured whose business is:

(a) Advertising, broadcasting, publishing or telecasting;

(b) Designing or determining content of websites for others; or

However, this exclusion does not apply to Paragraphs 16. a., b. and c. under SECTION V – D E F I N I T I O N S .

For the purpose of this exclusion, the plac ing of frames, borders or links, or advertising, for you or others anywhere on the interne t, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting.

(11) Electronic Chatrooms or Bulletin Boards

Arising out of an electronic chatroom or bulletin board the insured hosts, owns or over Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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which the insured exercises control.

(12) Unauthorized Use of Another’s Name or Product

Arising out of the unauthorized use of another’s name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another’s potential customers.

j. Damage to Property

"Property damage" to property:

(1) You own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another’s property;

(2) Premises you sell, give away or abandon, if the “property damage” arises out of any part of those premises;

(3) Property loaned to you;

(4) Personal property in the care, custody or control of an insured;

(5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the “property damage” arises out of those operations; or

(6) That particular part of any property that mu st be restored, repaired or replaced because “your work” was incorrectly performed on it.

Paragraph (2) of this exclusion does not apply if the premises are “your work” and were never occupied, rented or held for rental by you.

Paragraphs (1), (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraph (6) of this exclusion does not apply to “property damage” included in the “products-completed operations hazard.”

k. Damage to Your Product

"Property damage" to "your product" arising out of it or any part of it.

l. Damage to Your Work

"Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard." Th is exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor .

m. Damage to Impaired Property or Property Not Physically Injured

“Property damage" to "impaired property" or property that has not been physically injured, arising out of:

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(1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; o r

(2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms.

This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use.

n. Recall of Products, Work or Impaired Property

Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re placement, adjustment, removal or disposal of:

(1) "Your product";

(2) "Your work"; or

(3) "Impaired property";

if such product, work or property is withdraw n or recalled from the market or from use by any person or organization because of a kn own or suspected defect, deficiency, inadequacy or dangerous condition in it.

o. Pollution

(1) "Bodily injury," “property damage" or “personal and advertising injury” arising out of the actual alleged or threatened discharge, di spersal, seepage, migration, release or escape of “pollutants”:

(a) At or from any premises, site or locati on which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to:

(i) “Bodily injury” if sustained within a building and caused by smoke, fume, vapor or soot produced by or originating fr om equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building’s occupants or their guests;

(ii) “Bodily injury” or “property damage” for which you may be held liable if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an addition al insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insur ed, other than that additional insured; or

(iii) “Bodily injury” or “property damage” arising out of heat, smoke or fumes from a “ h o s t i l e f i r e ” ;

(b) At or from any premises, site or location wh ich is or was at any time used by or for any insured or others for the handling, st orage, disposal, processing or treatment of w a s t e ;

(c) Which are or were at any time transported, handled, stored, treated, disposed of, or Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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processed as waste by or for:

(i) Any insured; or

(ii) Any person or organization for whom you may be legally responsible; or

(d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or i ndirectly on any insured’s behalf are performing operations if the “pollutants” are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor.

However, this subparagraph does not apply to:

(i) “Bodily injury” or “property damage” arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of “mobile equipment” or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the “bodily injury” or “p roperty damage” arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as a part of the operations being performed by such insured, contractor or subcontractor;

(ii) “Bodily injury” or “property damage” sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being pe rformed by you or on your behalf by a contractor or subcontractor; or

(iii) “Bodily injury” or “property damage” arising out of heat, smoke or fumes from a “hostile fire.”

(e) At or from any premises, site or location on which any insured or any contractor or subcontractor working directly or indi rectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way resp ond to, or assess the effects of, “pollutants.”

(2) Any loss, cost or expense arising out of any:

(a) Request, demand, order or statutory or regu latory requirement that any insured or others test for, monitor, clean up, remove , contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, “pollutants”; or

(b) Claim or “suit” by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, re moving, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, “pollutants.”

However, this paragraph does not apply to liability for damages because of “property damage” that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or su ch claim or “suit” by or on behalf of a governmental authority.

As used in this exclusion, “hostile fire ” means one which becomes uncontrollable or breaks out from where it was intended to be.

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p. Discrimination

Any liability arising from discrimination:

(1) Suffered or allegedly suffered by any person based upon, but not limited to, color, creed, gender, race, national origin, age, handicap, illness, religion or sexual preference; or

(2) Due to unfair trade practices.

q. Asbestos

"Bodily injury,” "property damage" or “personal and advertising injury” arising out of the "asbestos hazard."

We shall have no obligation under this policy:

(1) To investigate, settle or defend any claim or “suit” against any insured alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the "asbestos hazard"; or

(2) To pay, contribute to, or indemnify another for any damages, judgments, settlements, loss, costs or expenses that may be awarded or incurred by reason of any such claim or “suit” or any injury or damage, or in complying with any action authorized by law and relating to such injury or damage.

As used in this exclusion:

“Asbestos hazard” means:

(a) An actual exposure or threat of exposur e to the harmful properties of "asbestos"; or

(b) The presence of "asbestos" in any place, whether or not within a building or structure.

"Asbestos” means the mineral in any form, including but not limited to fibers or dust.

r. Nuclear Energy Liability

Under any Liability Coverage, to “bodily injury” or “property damage”:

(1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under such policy but for its termination upon exhaustion of its limit of liability;

(2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the insured is, or had this policy not been issued, would be entit led to indemnity from the United States of America, or any agency thereof, with any person or organization; or

(3) Resulting from the "hazardous properties" of "nuclear material", if:

(a) The "nuclear material"

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(i) Is at any "nuclear facility" owned by, or operated by or on behalf of an insured; or

(ii) Has been discharged or dispersed therefrom;

(b) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, trans ported or disposed of, by or on behalf of an i n s u r e d ; o r

(c) The “bodily injury” or “property damage” arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuc lear facility," but if such facility is located within the United States of America, it s territories or possessions or Canada, this E x c l u s i o n (c) applies only to “property damage” to such "nuclear facility” and any property threat.

As used in this exclusion:

"Hazardous properties" include radioa ctive, toxic or explosive properties.

“Nuclear material” means “source material,” “special nuclear material,” or “by-product material.”

"Source material," "special nuclear materi al," and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof.

"Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor."

"Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or conc entration of uranium or thorium from any ore processed primarily for its “source material” content; and (b) resulting from the operation by any person or organization of any "nuclear fa cility" included under the first two paragraphs of “nuclear facility.”

"Nuclear facility" means:

(a) Any "nuclear reactor";

(b) Any equipment or device designed or used for (i) separating the isotopes of uranium or plutonium; (ii) processing or utilizing "spent fuel"; or (iii) handling, processing or packaging "waste";

(c) Any equipment or device used for processing, fabricating or alloying of "special nuclear material" if at any time the tota l amount of such material in the custody of the insured at the premises where such equi pment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235;

(d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste";

and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations.

"Nuclear reactor" means any apparatus designe d or used to sustain nuclear fission in a Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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self-supporting chain reaction or to cont ain a critical mass of fissionable material.

“Property damage” includes all forms of radioactive contamination of property.

s. Liquor Liability

“Bodily injury” or “property damage” for which any insured may be held liable by reason of:

(1) Causing or contributing to the intoxication of any person;

(2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or

(3) Any statute, ordinance or r egulation relating to the sale, gift, distribution or use of alcoholic beverages.

This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages.

t. Trade or Economic Sanctions

To the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims.

u. Electronic Data

Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data.

As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment.

This exclusion does not apply if valid “under lying insurance” for the electronic data risks described above exists or would have exist ed but for the exhaustion of underlying limits for “bodily injury” and “property damage.” Co verage provided will follow the provisions, exclusions and limitations of the “underlyi ng insurance,” unless otherwise directed by this i n s u r a n c e .

v. Distribution of Material in Violation of Statutes

“Bodily injury” or “property damage” arising dire ctly or indirectly out of any action or omission that violates or is alleged to violate:

(1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law;

(2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or

(3) Any statute, ordinance or regulation, other than TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of materials or i n f o r m a t i o n .

SECTION II – WHO IS AN INSURED
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1. If you are designated in the Declarations as:

a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner.

b. A partnership or joint venture, you are an in sured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business.

c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your busines s. Your managers are insureds, but only with respect to their duties as your managers.

d. An organization other than a par tnership, joint venture or limited liability company, you are an insured. Your “executive officers” and directors are insured, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liabilit y as stockholders.

e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees.

2. Any subsidiary you wholly own, either directly or indirectly, at the inception of our policy.

3. Each of the following is also an insured:

a. With respect to the "auto hazard":

(1) Anyone using an "auto” you own, hire or borrow including any person or organization legally responsible for such use provided it is with your permission; and

(2) Any of your “executive officers,” directors, partners, “employees” or stockholders, operating an "auto" you do not own, hire or borrow while it is being used in your business.

None of the following is an insured under (1) or (2) above:

(a) Any person employed by or engaged in the duties of an auto sales agency, repair shop, service station, storage garage or public parking place that you do not operate.

(b) The owner or lessee of any "auto” hired by or for you or loaned to you and any agent or employee of such lessee.

b. With respect to aircraft:

Anyone using an aircraft chartered with crew by you or on your behalf and anyone legally responsible for its use except:

(1) The owner or crew of the aircraft or any person operating such aircraft;

(2) Any manufacturer of the aircraft or any of its parts;

(3)
Any sales, service or repair company;

(4) Any airport or hangar operator; or any “employee” of (2), (3) or (4).

c. Except with respect to aircraft and the "auto hazard":

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(1) Your “volunteer workers” only while performing duties related to the conduct of your business, or your “employees,” other than either your “executive officers” (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing dutie s related to the conduct of your business.

However, none of these “employees” or “volunteer workers” are insureds for:

(a) “Bodily injury” or “personal and advertising injury”:

(i) To you, to your partners or members (if you are a partnership or joint venture), to a co-“employee” while in the course of his or her employment or performing duties related to the conduct of y our business, or to your other “volunteer workers” while performing duties rela ted to the conduct of your business unless insurance for such liability is afforded by the “underlying insurance”;

(ii) To the spouse, child, parent, brother or sist er of that co-“employee” or “volunteer worker” as a consequence of Paragraph (a)(i) above;

(iii) For which there is any obligation to share damage with or repay someone else who must pay damages because of the injury described in Paragraphs (a)(i) or (ii) above; or

(iv) Arising out of his or her providing or failing to provide professional health care s e r v i c e s .

(b) “Property damage” to property:

(i) Owned, occupied or used by;

(ii) Rented to, in the care custody or contro l of, or over which physical control is being exercised for any purpose by

you, any of your “employees,” “voluntee r workers,” any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company).

(2) Any person (other than your “employee” or “volunteer worker”), or any organization while acting as your real estate manager.

(3) Any person or organization having proper tempor ary custody of your property if you die, but only:

(a) With respect to liability arising out of t he maintenance or use of that property; and

(b) Until your legal representative has been appointed.

(4) Your leg
al representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance.

d. Any organization you newly acquire or form, ot her than a partnership, joint venture or limited liability company, and over which you ma intain ownership or majority interest, will qualify as a Named Insured. However:

(1) Coverage under this provision is afforded onl y until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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(2) Coverage A does not apply to “bodily injury" or "property damage" that occurred before you acquired or formed the organization; and

(3) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.

e. Any person or organization for whom you agre ed in writing to provide this insurance for operations you perform or facilities you own or use. This insurance is subject to your "applicable underlying limits" for such operations or facilities.

f. Any other person or organization insured under any policy of the "underlying insurance." This grant is subject to all the limitations upon coverage under such policy other than the limits of the “underlying insurers” liability.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability com pany that is not shown as a Named Insured in the Declarations.

SECTION III – LIMITS OF INSURANCE

1. The limits of insurance shown in the Declaratio ns and the rules below fix the most we will pay regardless of the number of:

(a) Insureds;

(b) Claims made or "suits" brought, or number of vehicles involved; or

2. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all “ultimate net loss” because of “bodily injury” and “property damage” included in the "products- completed operations hazard."

3. The General Aggregate Limit is the most we will pay for the sum of all “ultimate net loss” under Coverage A and Coverage B except:

(a) Damages because of “bodily injury” and “property damage” included in the "products- completed operations hazard"; and

(b) Damages because of “bodily injury” and “property damage” included in the "auto hazard."

4. Subject to 3. above, the most we will pay under Coverage B for the sum of all “ultimate net loss” because of all "personal and advertising injury " sustained by any one person or organization shall be an amount equal to the Each Occurrence Limit.

5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of all “ultimate net loss” under Cove rage A because of all "bodily injury" and "property damage" arising out of any one "occurrence."

6. If there is “underlying insurance” with a policy period that is non-concurrent with the policy period of this Commercial Umbrella Liability policy, the “applic able underlying limit” will only be reduced
or exhausted by payments for:

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a. “Bodily injury” or “property damage” which occurs during the policy period of this policy.

b. “Personal and advertising injury” for offenses that are committed during the policy period of this policy.

However, if any “underlying insurance” is written on a claims-made basis, the “applicable underlying limit” will only be reduced or exhausted by claims for that insurance that are made during the policy period, or any Extended R eporting Period, of this policy.

To determine the Limit of Insurance, all " bodily injury" and "property damage" arising out of continuous or repeated exposure to the same general conditions shall be considered one “occurrence."

The limits of insurance apply separately to eac h consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended a fter issuance for an additional period of less than 12 months. In that case, the additional period w ill be deemed part of the last preceding period for purposes of determining the Limits of Insurance.

SECTION IV – CONDITIONS

1. Appeals

If the insured or the "underlying insurer" elec ts not to appeal a judgment in excess of the “applicable underlying limit,” we may elect to make such appeal, at our cost and expense.

If we so elect, we shall be liable in addition to the "applicable limit of insurance" for the:

(a) Taxable costs;

(b) Disbursements; and

but in no event will we be liable for damages in excess of the applicable aggregate Limit of I n s u r a n c e .

If a judgment is rendered in excess of the limits of “underlying insurance” and we offer to pay our full share of such judgment, but you or your “und erlying insurers” elect to appeal it, you, your “underlying insurers ” or both will bear:

(1) The cost and duty of obtaining any appeal bond;

(2) The taxable costs, disbursements and additional interest incidental to such appeal; and

(3) Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed.

2. Bankruptcy

a. Bankruptcy of Insured

Bankruptcy or insolvency of the insured or the insured's estate will not relieve us of our obligations under this insurance.

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b. Bankruptcy of Underlying Insurer

Bankruptcy of the “underlying insurer” will not relieve us of our obligations under this i n s u r a n c e .

However, this insurance will not replace the “underlying insurance” in the event of bankruptcy or insolvency of the “underlying insurer.” This insurance will apply as if the “underlying insurance” were in full effect.

3. Cancellation

a . The first Named Insured may cancel this insura nce by mailing or delivering to us in advance, written notice of cancellation.

b. We may cancel this insuranc e by mailing or delivering to the first Named Insured written notice of cancellation at least:

(1) 10 days before the effective date of cancellation if we cancel for non-payment of premium; or

(2) 30 days before the effective date of cancellation if we cancel for any other reason.

c. We will mail or deliver our notice to the first Named Insured's last mailing address known to u s .

d. Notice of cancellation will state the effectiv e date of cancellation. The policy period will end on that date.

e. If this policy is cancelled, we will send you any premium refund due. If we cancel, the refund will be pro rata. If you cancel, the refund will be pro rata, less 10% of the pro rata unearned premium. The cancellation will be effective even if we have not made or offered refund.

f. If notice is mailed, proof of mailing will be sufficient proof of notice.

4. Changes

This policy contains all the agreements between y ou and us concerning the insurance afforded.

No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this insurance.

5. Duties in the Event of Occurrence or Offense, Claim or Suit

a. You must see to it that we are notified as soon as practicable of any "occurrence" or any offense which may result in a claim under th is insurance when the occurrence or offense is k n o w n t o :

(1) You, if you are an individual;

(2) Your partner, if you are a partnership;

(3) Your member, if you are a joint venture;

(4) Your mem
ber or manager, if you are a limited liability company; or

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(5) Your officer or insurance manager, if you are an organization other than a partnership, joint venture or limited liability company.

b. Notice should include:

(1) How, when and where the "occurrence" or offense took place;

(2) The names and addresses of any injured persons and witnesses; and

(3) The nature and location of any injury or damage arising out of the "occurrence."

c. If a claim or "suit" is brought against any insu red which may result in a claim against this insurance, you must see to it that we rece ive prompt written notice of the claim or "suit."

d. The insured must:

(1) Cooperate with the "underlying insurers";

(2) Comply with the terms of the "underlying insurance";

(3) Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of "bodily injury," "property damage", or "personal and advertising injury" with respect to which insurance is provided under this or any policy of "underlying insurance."

(4) When we believe that a claim may exceed the "underlying insurance," we may join with the insured and the "underlying insurer" in the investigation, settlement and defense of all claims and "suits” in connection with such "occurrence" or offense. In such event, the insured must cooperate with us.

6. Examination of your Books and Records

We may examine and audit your books and records as they relate to this insurance:

a. At any time during the policy period;

b. Up to three years afterward; or

c. Within one year after final settlement of all claims under this insurance.

7. Inspection and Surveys

We have the right but are not obligated to:

a. Make inspections and surveys at any time;

b. Give you reports on the conditions we find; and

c. Recommend changes.

Any inspections, surveys, reports or recomme ndations relate only to insurability and the premiums to be charged. We do not make safe ty inspections. We do not undertake to perform the duty of any person or organization to provide fo r the health or safety of workers or the public.

We do not warrant that conditions:

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(1) Are safe or healthful; or

(2) Comply with laws, regulations, codes or standards.

8. Legal Action Against Us

No person or organization has a right under this insurance:

a. To join us as a party or otherwise bring us in to a "suit" asking for damages from an insured; o r

b. To sue us on this insurance unless all of its terms have been fully complied with.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial. We will not be liable for damages that:

(1) Are not payable under the terms of this insurance; or

(2) Are in excess of the "applicable limit of insurance."

An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant’s legal representative.

9. Maintenance of / Changes to Underlying Insurance

The “underlying insurance” listed in the Schedule of Underlying Insurance in the Declarations shall remain in full effect throughout the polic y period except for reduction of the aggregate limit due to payment of claims, settlements or judgments.

Failure to maintain “underlyi ng insurance” will not invalidate this insurance. However, this insurance will apply as if the “underly ing insurance” were in full effect.

If there is an increase in the scope of coverage of any “underlying insurance” during the term of this policy, our liability will be no more than it would have been if there had been no such increase.

You must notify us as soon as practicable when any “underlying insurance” is no longer in effect or if the limits or scope of coverage of any “underlying insurance” is changed.

10. Other Insurance

a. This insurance is excess over, and shall not contribute with any of the other insurance whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this policy.

When this insurance is excess, we will have no duty under this policy to defend the insured against any “suit” if any other insurer has a duty to defend the insured against that “suit.” If no other insurer defends, we will undertake to do so, but we will be entitled to the insured’s rights against all those other insurers.

b. When this insurance is exce ss over other insurance, we will pay only our share of the “ultimate net loss” that exceeds the sum of:

(1) The total amount that all such other insuranc e would pay for the loss in the absence of this insurance; and
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(2) The total of all deductible and self-insured amounts under all that other insurance.

11. Transfer of Rights of Recovery Against Others to Us

a. If any insured has rights to recover from any other person or organization all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair those rights. At our request, the insured will bring “suit” or transfer those rights to us and help us enforce them.

b. Any such recovery shall be applied as follows:

(1) First, any person or organization (including the insured) that has paid an amount in excess of the applicable limi ts of insurance of this policy will be reimbursed for the actual excess amount paid under this policy;

(2) Then, we will be reimbursed up to the amount we have paid; and

(3) Last, any insured or issuer of scheduled “underlying insurance” is entitled to claim the remainder, up to the amount that insure d or issuer of scheduled “underlying insurance” h a s p a i d .

c. Expenses incurred in the exercise of such rights of recovery shall be apportioned among such persons or organizations, including the insured, in the same ratio as their respective recoveries are finally shared.

12. Premium

a. The first Named Insured has primary responsibility for the payment of all premiums and will be the payee for any return premiums.

b. If the premium is a flat charge, it is not subject to adjustment except as provided in d. below.

c. If the premium is other than a flat charge , it is an advance premium only. The earned premium will be computed at the end of each year in which this insurance is in force at the rate shown in the Declarations, subject to the Minimum Annual Premium.

d. Additional premium may become payable when coverage is provided for additional insureds; and Named Insureds under the provisions of SECTION II – WHO IS AN INSURED, Items 3. d., e., and f.

13. Premium Audit

a. You must keep record of the information we need for premium computation and send us copies at such times as we may request;

b. At the close of each audit period we will co mpute the earned premium for that period; and

c. Audit premiu
ms are due and payable on notice to you.

14. Representations or Fraud

By accepting this insurance, you agree:

a. The statements in the Declarations and any subsequent notice relating to "underlying Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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insurance" are accurate and complete;

b. Those statements are based upon representations you made to us;

c. We have issued this insurance in reliance upon your representations; and

d. This policy is void in any case of fraud by y ou as it relates to this policy or any claim under this policy.

15. Separation of Insureds

Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to you in this insurance, this insurance applies:

a. As if each Named Insured were the only Named Insured; and

b. Separately to each insured against whom claim is made or "suit" is brought.

16. Transfer of your Rights and Duties Under this Insurance

Your rights and duties under this insurance ma y not be transferred without our written consent except in the case of death of an individual Named Insured.

If you die, your rights an d duties will be transferred to:

a. Your legal representative but only while acti ng within the scope of duties as your legal representative.

b. Anyone having your rights and duties but only with respect to that property, until your legal representative is appointed.

17. When Loss is Payable

Coverage under this policy will not apply until the insured, or the insured’s “underlying insurer” has paid or is obligated to pay the full amount of the “applicable underlying limit.”

When the amount of damages is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of damages covered under the terms of th is policy. The first Named Insured will promptly reimburse us for any amount within the “retained limit.”

18. Transfer of Defense

When the underlying limits of insurance have been used up in the payment of judgments or settlements, the duty to defend will be transferred to us. We will cooperate in the transfer of control to us of outstanding claims or “suits” seeking damages to which this insurance applies which would have been covered by the “underl ying insurance” had the applicable limit not been used up.

SECTION V – DEFINITIONS

1. “Advertisement” means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition:

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a. Notices that are published include material placed on the internet or on similar electronic means of communication.

b. Regarding websites, only that part of a website t hat is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement.

2. "Applicable limit of insurance" means the maximum amount we will pay as damages in accordance with SECTION III – LIMITS OF INSURANCE.

3. "Applicable underlying limit" means:

a. If the policies of "underlying insurance" apply to the "occurrence" or offense, the greater of:

(1) The amount of insurance stated in the policies of "underlying insurance" in the Declarations or any other available in surance less the amount by which any aggregate limit so stated has been reduce d solely due to payment of claims; or

(2) The "retained limit" shown in the Declarations; or

b. If the policies of "underlying insurance" do not apply to the "occurrence" or offense, the amount stated in the Declarations as the "retained limit."

The limits of insurance in any policy of "underlying insurance" will apply even if:

(a) The "underlying insurer" claims the insured failed to comply with any condition of the p o l i c y ; o r

(b) The "underlying insurer" becomes bankrupt or insolvent.

4. "Auto" means:

a. A land motor vehicle, trailer or semi-trailer designed for travel on public road, including any attached machinery or equipment; or

b. Any other land vehicle that is subject to a co mpulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged.

However, “auto” does not include “mobile equipment.”

5. "Auto hazard" means all "bodily injury" and "property damage" for which liability insurance is afforded under the terms of the auto policy of "underlying insurance," other than the limits of insurance of the auto policy of "underlying insurance."

6. "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including death resulting from any of these at any time.

7. "Coverage territory" means:

a. The United States of America (including its te rritories and possessions), Puerto Rico and Canada;

International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or

c. All other parts of the world if the injury or damage arises out of:

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(1) Goods or products made or sold by you in the territory described in a. above;

(2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or

(3) “Personal and advertising injury” offenses that take place through the internet or similar electronic means of communication

provided the insured's responsibility to pay damage s is determined in a "suit" on the merits, in the territory described in a. above or in a settlement we agree to.

8. “Employee” includes a “leased worker.” “Employee” does not include a “temporary worker.”

9. “Executive officer” means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document.

10. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because:

a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or

b. You have failed to fulfill the te rms of a contract agreement;

if such property can be restored to use by:

(1) The repair, replacement, adjustment or remo val of "your product" or "your work"; or

(2) Your fulfilling the terms of the contract or agreement.

11. “Insured contract” means:

a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by y ou with permission of the owner is not an “insured contract”;

b. A sidetrack agreement;

c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad;

d. An obligation, as required by ordinance, to indem nify a municip ality, except in connection with
work for a municipality;

e. An elevator maintenance agreement;

f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your “employees,” of any “auto.” However, such contract or agreement shall not be considered an “insur ed contract” to the extent that it obligates you or any of your “employees” to pay for “pr operty damage” to any “auto” rented or leased by you or any of your “employees.”

g. That part of any other contract or agreement pertaining to your business (including an Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for “bodily injury” or “property damage” to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraphs f. and g. do not include that part of any contract or agreement:

(1) That indemnifies a railroad for “bodily injury” or “property damage” arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, trac ks, roadbeds, tunnel, underpass or crossing;

(2) That pertains to the loan, lease or rental of an “auto” to you or any of your “employees,” if the “auto” is loaned, leased or rented with a driver; or

(3) That holds a person or organization engaged in the business of transporting property by “auto” for hire harmless for your use of a covered “auto” over a route or territory that person or organization is author ized to serve by public authority.

12. “Leased worker” mans a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perfo rm duties related to the conduct of your business. “Leased worker” does not include a “temporary worker.”

13. “Loading or unloading” means the handling of property:

a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or “auto”;

b. While it is in or on an airc raft, watercraft or “auto”; or

c. While it is being moved from an aircraft, watercraft or “auto” to the place where it is finally delivered;

but “loading or unloading” does not include the mo vement of property by means of a mechanical device, other than a han d truck, that is not attached to the aircraft, watercraft or “auto.”

14. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment:

a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public r o a d s ;

b. Vehicles maintained for use solely on or next to premises you own or rent;

c. Vehicles that travel on crawler treads;

d. Vehicles, whether self-propelled or not, main tained primarily to provide mobility to permanently mounted:

(1) Power cranes, shovels, loa ders, diggers or drills; or

(2) Road construction or resurfacing equipment such as graders, scrapers or rollers;

e. Vehicle
s not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanent ly attached equipment of the following types:

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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(1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or

( 2 ) Cherry pickers and similar devices used to raise or lower workers;

f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the follo wing types of permanently attached equipment are not "mobile equipment" but will be considered "autos":

(1) Equipment designed primarily for:

(a) Snow removal;

(b) Road maintenance, but not construction or resurfacing; or

(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and

(3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighti ng and well servicing equipment.

However, “mobile equipment” does not inclu de any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehi cle insurance law are considered “autos.”

15. "Occurrence" means an accident, including continu ous or repeated exposure to substantially the same general harmful conditions.

16. "Personal and advertising injury" means injury, including consequential "bodily injury," arising out of one or more of the following offenses:

a. False arrest, detention or imprisonment;

b. Malicious prosecution;

c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord o r l e s s o r ;

d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services;

e. Oral or written publication, in any manner, of ma terial that violates a person's right of privacy;

f. The use of another’s advertising idea in your “adverti sement; or

g. Infringing upon another’s copyright, trade dre ss or slogan in your “advertisement.”

17. “Pollutants” mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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reconditioned or reclaimed.

18. "Products-completed operations hazard":

a. Includes all "bodily injury" and “property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except:

(1) Products that are still in y our physical possession; or

(2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times:

(a) When all of the work called for in your contract has been completed.

(b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site.

(c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.

Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed.

b. Does not include "bodily injury" or "property damage" arising out of:

(1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that conditi on was created by the "loading or unloading" of t hat vehicle by any insured; or

(2) The existence of tools, uninstalled equipment or abandoned or unused materials.

19. "Property damage" means:

(a) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at t he time of the physical injury that caused it; or

(b) Loss of use of tangible property that is not phy sically injured. All such loss shall be deemed to occur at the time of the "occurrence" that caused it.

For the purposes of this insurance, electronic data is not tangible property.

As used in this definition, el ectronic data means information, facts or programs stored as or on, created or used on, or transmitted to or fr om computer software (including systems and applications software), hard or floppy disks, CD -ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment.

20. "Retained limit" is the amount stated in the Declarations as such. If the policies of "underlying insurance" do not apply to the "occurrence" or o ffense, the insured shall retain this amount as self-insurance with respect to:

(a) "Bodily injury" or "property damage" ca
used by each "occurrence"; or

(b) "Personal and advertising injury" sustai ned by any one person or organization.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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The “retained limit” does not apply to “occurrences” or offenses which would have been covered by “underlying insurance” but fo r the exhaustion of applicable limits.

21. "Suit" means a civil proceeding in which damages because of "bodily injury," "property damage," or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes:

(a) An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or

(b) Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent or the “underlying insurer’s” consent.

22. “Temporary worker” means a person who is furnished to you to substitute for a permanent “employee” on leave or to meet seasonal or short-term workload conditions.

23. “Ultimate net loss" means the total sum, after reduct ion for recoveries or salvages collectible, that the insured becomes legally obligated to pay as damages by reason of settlement or judgments or any arbitration or other alternate dispute method entered into with our consent or the “underlying insurer’s” consent.

24. "Underlying insurance" means any policies of insurance listed in the Declarations under the Schedule of Underlying Insurance and includes:

a. Any renewal or replacement of such policies; and

b. Any other insurance available to the insured.

25. "Underlying insurer" means any insurer which pr ovides any policy of insurance listed in the Schedule of Underlying Insurance or any other insurance available to the insured.

26. “Volunteer worker” means a person who is not your “employee,” and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or any one else for their work performed for you.

27. "Your product" means:

a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:

(1) You;

(2) Others trading under your name; or

(3) A person or organization whose business or assets you have acquired; and

b. Containers (other than vehicles), materials, par ts or equipment furnished in connection with such goods or products.

"Your product" includes:

(a) Wa
rranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and

(b) The providing of or failure to provide warnings or instructions.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-001 (03/14)

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"Your product" does not include vending machines or other property rented to or located for the use of others but not sold.

28. "Your work" means:

a. Work or operations performed by you or on your behalf; and

b. Materials, parts or equipment furnished in connection with such work or operations.

"Your work" includes:

(1) Warranties or representations made at any ti me with respect to the fitness, quality, durability, or performance or use of "your work"; and

(2) The providing of or failure to provide warnings or instructions.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-004 (01/19)

PI-CXL-004 (01/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DIRECTORS AND OFFICERS LIABILITY EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

A. SECTION I – COVERAGES, 3. Exclusions is amended to include the following additional exclusion:

This insurance does not apply to any liability, damage, loss, cost or expense arising from any “wrongful act” of any director or officer of the insured in the discharge or performance of their duties as such.

B. SECTION V – DEFINITIONS is amended to include the following additional definition:

“Wrongful act” means any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the directors or officers in the discharge of their duties, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers of the company.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-006 (09/12)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EMPLOYERS’ LIABILITY (STOP GAP) EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SECTION I – COVERAGES, 3. Exclusions is amended to include the following additional exclusion:

This insurance does not apply to any liability for “bodily injury,” disability or shock, including death at any time resulting from any of these, and, if arising out of the foregoing mental anguish or mental injury sustained by:

1. An “employee” of the insured arising out of and in the course of employment by the insured; or

2. The spouse, child, parent, brother or sister of that “employee” as a consequence of 1. above.

This exclusion applies:

a. Whether the insured may be liable as an employer or in any other capacity; and

b. To any obligation to share damages with or repay someone else who must pay damages because of the injury.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-007 (05/19)
PI-CXL-007 (05/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ABUSE OR MOLESTATION EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SECTION I – COVERAGES, 3. Exclusions is amended to include the following additional exclusion:

This insurance does not apply to any injury, liability, damage, loss, cost or expense sustained or incurred by any person arising out of or resulting from the alleged, actual or threatened abuse or molestation by anyone.

We shall not have any duty to defend any “suit” against any insured seeking damages on account of any such injury, liability, damage, loss, cost or expense.

This exclusion applies to all injury, liability, damage, loss, cost or expense sustained or incurred by any person, including emotional distress, arising out of molestation or abuse whether alleged, actual or threatened including but not limited to molestation or abuse arising out of your negligence or other wrongdoing with respect to:

1. a. Hiring, placement, employment, training;

b. Investigation;

c. S upervision;

d. R eporting any molestation or abuse to the proper authorities, or failure to so report; or

e. R etention,

of a person for whom any insured is or ever was legally responsible or for whom any insured may have assumed the liability; and whose conduct would be excluded above; or

2. a. Failure to provide professional services to; or

b. Neglect of the therapeutic needs of,

a client, patient or other person because of the conduct which would be excluded above.

This exclusion applies to any applicable coverage provided in the “underlying insurance” and is an absolute exclusion for abuse or molestation.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-032 (09/12)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

FUNGI OR BACTERIA EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

A. SECTION I – COVERAGES , 3. Exclusions is amended to include the following additional exclusion:

This insurance does not apply to:

Fungi or Bacteria

1. “Bodily injury,” “property damage,” or “personal and advertising injury” which would not have occurred, in whole or in part, but for the ac tual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presen ce of, any “fungi” or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contribut ed concurrently or in any sequence to such injury or damage.

2. Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutrali zing, remediating or disposing of, or in any way responding to, or assessing the effects of, “fungi ” or bacteria, by any insured or by any other person or entity.

This exclusion does not apply to any “fungi” or bacteria that are, are on, or are contained in, a good or product intended for bodily consumption.

B. SECTION V – DEFINITIONS is amended to include the following additional definition:

“Fungi” means any type or form of fungus, incl uding mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-039 (01/15)

PI-CXL-039 (01/15)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

A. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury.

"Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following:

1 . The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and

2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Philadelphia Indemnity Insurance Company
PI-CXL-041 (05/16)

PI-CXL-041 (05/16)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

GENERAL LIABILITY FOLLOW FORM ENDORSEMENT

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

This policy is intended to include Commercial General Liability Coverage.

The Commercial General Liability insurance provided will follow the same provisions, exclusions and limitations that are contained in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance unless otherwise directed by this policy, or an endorsement to this policy.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-068 (09/12)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EMPLOYEE BENEFITS LIABILITY EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

A. SECTION I – COVERAGES , 3. Exclusions is amended to include the following additional exclusion:

This insurance does not apply to any liability, dam age, loss, cost or expense arising out of an act, error or omission committed in the “administr ation” of your “employee benefit program.”

B. SECTION V – DEFINITIONS is amended to include the following additional definitions:

1. “Administration” means:

a. Providing information to “employees,” including their dependents and beneficiaries, with respect to eligibility for or scope of “employee benefit programs”;

b. Handling records in connection with the “employee benefit program”; or

c. Effecting, continuing or terminating any “emp loyee’s” participation in any benefit included in the “employee benefit program.”

2. “Cafeteria plan” means plans authorized by applicabl e law to allow “employees” to elect to pay for certain benefits with pre-tax dollars.

3. “Employee benefit program” means a program provid ing some or all of the following benefits to “employees,” whether provided thr ough a “cafeteria plan” or otherwise:

a. Group life insurance, group accident or health insurance, dental, vision and hearing plans, and flexible spending accounts;

b. Profit sharing plans, employee savings pl ans, employee stock ownership plans, pension plans and stock subscription plans;

c. Unemployment insurance, social security benefits, workers’ compensation and disability benefits;

d. Vacation plans, including buy and sell program s; leave of absence programs, including military, maternity, family and civil leave; tuition assistance plans; transportation and health club subsidies; and

e. Any other similar benefits.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-075 (03/14)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

LEAD LIABILITY EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SECTION I – COVERAGES, 3. Exclusions is amended to include the following additional exclusion:

This insurance does not apply to any liability, damage, loss, cost or expense arising out of:

a. Exposure to or existence of lead, paint containing lead, or any other material or substance containing lead;

b. Manufacture, distribution, sale, resale, rebranding, installation, repair, removal, encapsulation, abatement, replacement or handling of lead, paint cont aining lead, or any other material or substance containing lead;

Whether or not the lead is or was at any time airborne as a particulate, contained in a product ingested, inhaled, transmitted in any fashion, or found in any form whatsoever.

c. Any request, demand or order that any insured or ot hers test for, monitor, clean up, remove, abate, contain, treat or neutralize lead, paint containing lead, or any other substance or material containing lead, or in any way respond to, or assess the effects of lead; or

d. Any claim or “suit” related to, testing for, m onitoring, cleaning up, removing, abating, containing, treating or neutralizing lead, paint containing lead, or any other substance or material containing lead or in any way responding to or assessing the effects of lead.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-088 (03/14)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL
INFORMATION AND DATA-RELATED LIABILITY EXCLUSION – WITH

LIMITED BODILY INJURY EXCEPTION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SECTION I – COVERAGES, 3. Exclusions is amended as follows:

A. Exclusion u. Electronic Data is deleted in its entirety and replaced by the following:

This insurance does not apply to:

u. Access or Disclosure of Confidential or Personal Information and Data-related Liability

Damages arising out of:

(1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, heal th information or any other type of nonpublic information; or

(2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data.

This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above.

However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury."

As used in this exclusion, el ectronic data means information, facts or programs stored as or on, created or used on, or transmitted to or fr om computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment.

B. Exclusion i. Other Personal and Advertising Injury Exclusions is amended to include the following additional exclusion:

This insurance does not apply to “personal and advertising injury”:

Access or Disclosure of Confidential or Personal Information

Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade se crets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-088 (03/14)

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This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-092 (01/19)
PI-CXL-092 (01/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AUTOMOBILE LIABILITY (SUBLIMIT)

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SCHEDULE

AUTOMOBILE LIABILITY SUB-LIMIT:

Each Occurrence Limit: $______________

Notwithstanding any provision to the contrary, this policy will provide auto liability coverage subject to the AUTOMOBILE LIABILITY SUB-LIMIT shown in the endorsement SCHEDULE above. This sub-limit is part of, and not in addition to, the Limits of Insurance stated in the Declarations.

The auto liability insurance provided will follow the same provisions, exclusions and limitations that are contained in the applicable “underlying insurance” shown in the Schedule of Underlying Insurance unless otherwise directed by this policy, or an endorsement to this policy.

To the extent such provisions differ or conflict, the provisions of this policy will apply. However, the coverage provided under this policy will not be broader than that provided by the applicable “underlying insurance.”

2,000,000
Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Philadelphia Indemnity Insurance Company
PI-CXL-099 (01/16)

PI-CXL-099 (01/16)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION
IN VIOLATION OF LAW – PERSONAL AND ADVERTISING INJURY

EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SECTION I – COVERAGES, 3. Exclusions is amended to include the following additional exclusion:

Recording and Distribution of Material or Information in Violation of Law – Personal and Advertising Injury

This insurance does not apply to “personal and advertising injury” arising directly or indirectly out of any action or omission that violates or is alleged to violate:

(1) The Telephone Consumer Protection Act (TCPA) , including any amendment of or addition to such law;

(2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law;

(3) The Fair Credit Reporting Act (FCRA), and any am endment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or

(4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions , that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-100 (01/19)

PI-CXL-100 (01/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ABSOLUTE CYBER LIABILITY AND ELECTRONIC EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

1. SECTION I – COVERAGES, 3. Exclusions, Exclusion u. Electronic Data is deleted in its entirety and replaced with the following:

u. Electronic Data

This insurance does not apply to any loss, cost, expense, fine, penalty, error and omission, or damage alleging, arising out of or from, attributable to, or giving rise to:

(1) Any access to, collection or disclosure of, or failure to erase any person's or organization's confidential or personal information, including but not limited to patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information, biometrics, or any other type of nonpublic information; or

(2) Business interruption or suspension of operations as caused by any access, “unauthorized access,” lack of access, delay in access, damage, manipulation, loss, or impairment to “electronic data” or “electronic media”; or

(3) “Cyber extortion”; or

(4) A “privacy breach”; or

(5) A “security breach”; or

(6) Any fraudulent communication through “electronic media” that impersonates any person or organization, including but not limited to phishing or other social engineering techniques or otherwise; or

(7) Any computer code, software, or programming; or

(8) Any “security breach” that results in any electronic thing or device or “electronic media” malfunctioning, improperly functioning, non-functioning, failing to perform as the intended user desired, or being electronically manipulated to perform in a way that causes harm to the insured or others; or

(9) The loss, loss of use, misuse, delay, manipulation, corruption, damage, alteration, destruction, distortion, erasure, or theft of, or inability to access or manipulate “electronic data” or “electronic media” as a result of “cyber extortion”; or “privacy breach”; or “security breach”; or

(10) Any failure of utilities based upon, arising out of, or attributable to any mechanical or electrical failure, interruption, or outage, however caused, including but not limited to any electrical power interruption or surge, brownout, blackout, short circuit, over voltage, or power fluctuation or outage to gas, water, telephone, cable, satellite, telecommunications, the internet, or any component thereof, including but not limited to hardware, software, or any other infrastructure as a result of “cyber extortion”; or “privacy breach”; or “security breach.”

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-100 (01/19)

PI-CXL-100 (01/19)

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This exclusion applies even if damages are claimed for notification costs, errors or omissions, credit monitoring expenses, forensic expenses, public relations expenses, or any other loss, cost, or expense incurred by the insured or others arising out of that which is described in Paragraphs (1) through (10) above.

2. As used in this exclusion, the following definitions apply:

a. “ Computer hardware” means the physical components of any “computer system” including CPU’s, memory storage devices, storage media, and input/output devices and other peripheral devices and components including but not limited to cable, connectors, fiber optics, networking equipment, “electronic data” storage devices, input and output devices, backup facilities, wire, power supply units, keyboards, display monitors and audio speakers.

b. “Computer system” means an electronic, wireless, web or similar systems (including all “computer hardware,” computer programs and “electronic data”) used to process data or information in an analog, digital, electronic or wireless format, including but not limited to, associated input and output devices, data storage devices, networking equipment, wired or wireless peripherals, electronic backup facilities, and media libraries, that is owned or leased, operated and controlled by the insured or operated by an independent contractor authorized to provide Business Process Outsourcing services or outsourced Information Technology services for the insured.

c. “Corporate information breach” means the public disclosure of an organization’s non-public information.

d. “Cyber extortion” means any threat or connected series of threats communicated to the insured for the purpose of demanding money, securities, or property, including but not limited to threats to release, divulge, disseminate, corrupt, damage or destroy “electronic data” or “electronic media”; introduce malware or “malicious code” into the insured’s “computer system”; electronically communicate with the insured’s customers in order to fraudulently obtain personal information, money, securities or property; or restrict or hinder access to the insured’s “computer system,” “electronic data” or “electronic media,” including

but not limited to ransomware.

e. “Denial of service” means unauthorized or unexpected interference or malicious attack by any person(s) or entity(ies) that restricts or prevents access to a “computer system” by persons or entities authorized to gain access to the “computer system” or “electronic data.”

f. “Electronic data” means information, facts, blockchain, crypto currencies, or computer programs stored as or on, created or used on, or transmitted to or from computer software, including but not limited to systems and applications software, hard or floppy disks, CD-ROMs, DVDs, external drives, USB sticks, tapes, drives, cells, microchip, data processing devices, or any other media which are used with electronically controlled equipment.

The term computer programs,
referred to in the foregoing description of “electronic d ata,” means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve, or send data.

g. “Electronic media” means broadcast or storage media that take advantage of electronic technology. They include television, radio, Internet, fax, Bluetooth, GPS, audio beacons, “electronic data,” and any other medium that requires electricity or digital encoding of information.

h. “Malicious code” means unauthorized and corrupting or harmful computer code, including but not limited to computer viruses, spyware, Trojan horses, worms, logic bombs, and mutations of any of the preceding.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-100 (01/19)

PI-CXL-100 (01/19)

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Includes copyrighted material of Insurance Services Office, Inc., with permission. i. “ Privacy breach” means a common law or statutory breach of confidence or violation of any common law or statutory rights to privacy, including but not limited to breach of a privacy policy, breach of a person’s right of publicity, misappropriation of likeness, false light, intrusion upon a person’s seclusion, or public disclosure of a person’s or animal’s private information. “Privacy breach” will also include a “corporate information breach.”

j. “Security breach” means:

(1) “Unauthorized access” of the insured’s “computer system” or “unauthorized use” of “computer systems” including “unauthorized access” or “unauthorized use” resulting from the theft of a password from the insured’s “computer system”;

(2) A “denial of service” attack against your “computer systems”; or

(3) Infection of the insured’s “computer system” by “malicious code” or transmission of “malicious code” from the insured’s “computer systems,”

whether any of the foregoing is a specifically targeted attack or a generally distributed attack.

k. “Unauthorized access” means the gaining of access to a “computer system” by an unauthorized person or persons.

l. “Unauthorized use” means the use of a “computer system” by an unauthorized person or persons or an authorized person in an unauthorized manner.

This endorsement is an absolute exclusion for cyber liability, “electronic data,” “electronic media” and “security breaches.” The Commercial Umbrella Liability Insurance Policy will not provide any “ultimate net loss” and/or coverage of any kind over and above any actual and/or prospective coverage, whether or not collectible, under any Cyber Security Liability Coverage and/or Endorsement.

All other terms and conditions remain unchanged.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-111 (07/19)

PI-CXL-111 (07/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

LIMIT OF INSURANCE EXCLUSION CLAUSE

MINIMUM LIMIT REQUIREMENT

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SECTION IV – CONDITIONS is amended to include the following condition which supersedes any other provisions to the contrary:

This policy does not follow and shall not become excess of any coverage which incorporates a limit of insurance or sub-limit of insurance that is less than $1,000,000 and is attached to any “underlying insurance” shown in the Schedule of Underlying Insurance.

This condition does not apply to Employers’ Liability (Stop Gap) insurance when shown in the Schedule of Underlying Insurance.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 Philadelphia Indemnity Insurance Company
PI-CXL-113 (01/18)

PI-CXL-113 (01/18)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PER LOCATION / PER PROJECT AGGREGATE LIMIT OF INSURANCE

EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SECTION III – LIMITS OF INSURANCE is amended to include the following additional provision, which supersedes any other language to the contrary:

Any per location or per project aggregate limit of insurance that is extended by a policy of “underlying insurance” will not apply to any coverage provided by this policy.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-117 (01/19)

PI-CXL-117 (01/19)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

SILICA OR SILICA-RELATED DUST EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

A. SECTION I – COVERAGES, 3. Exclusions, is amended to include the following additional exclusion:

This insurance does not apply to:

Silica or Silica-Related Dust

Any liability, damage, loss, cost or expense arising, in whole or in part, out of:

1. The actual, alleged, threatened or suspected inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, “silica” or “silica-related dust.”

2. The abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to or assessing the effects of, “silica” or “silica-related dust,” by any insured or by any other person or entity.

B. For the purpose of this endorsement, SECTION V – DEFINITIONS is amended to include the following additional definitions:

1. “Silica” means silicon dioxide (occurring in crystalline, amorphous and impure forms), silica particles, silica dust, or silica compounds.

2. “Silica-related dust” means a mixture or combination of “silica” and other dust or particles.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-132 (06/20)

PI-CXL-132 (06/20)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ABSOLUTE COMMUNICABLE DISEASE EXCLUSION

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

SECTION I – COVERAGES, 3. Exclusions, is amended to include the following additional exclusion:

This insurance does not apply to:

Communicable Disease

Any liability, damage, loss, cost or expense arising, in whole or in part, out of the actual, alleged, threatened or suspected transmission of a communicable disease.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the:

1. Supervising, hiring, employing, training or monitoring of others that may be infected with and spread a communicable disease;

2. Testing for a communicable disease;

3. Failure to prevent the spread of the disease; or

4. Failure to report the disease to authorities.

This endorsement is an absolute exclusion for communicable disease.

All other terms and conditions remain unchanged.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-137 (04/22)

PI-CXL-137 (04/22)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

TOTAL EXCLUSION – PERFLUORINATED COMPOUNDS (PFC) /

PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS)

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

A. SECTION I – COVERAGES, 3. Ex clusions is amended to include the following additional exclusion:

This insurance does not apply to:

Perfluorinated Compounds (PFC) or Per- and Polyfluoroalkyl Substances (PFAS)

1. Any injury, damage, loss, cost or expense arising out of, in any way related to, or which would not have occurred in whole or in part, but for the actual, alleged, threatened or suspected:

a. Inhalation of, ingestion of, contact with, exposure to, existence of, absorption of, or presence of , any and all “PFC/PFAS”;

b. Design, manufacture, storage, processing, packaging, handling, testing, distribution, sale, or disposal of “PFC/PFAS”;

c. Discharge, dispersal, seepage, migration, release, flaking, leakage, leaching, friability, release or escape of “PFC/PFAS”;

d. Providing or failing to provide warnings or instructions with respect to “PFC/PFAS”; or

e. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of “PFC/PFAS”;

regardless of whether any other cause, event, material substances, compounds, goods, products or “your products”, contributed concurrently or in any sequence to such injury or damage.

2. Any loss, cost, or expense arising out of or related to any:

a. Request, demand, order or statutory, regulatory or legal requirement of any kind that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess or remediate the effects of “PFC/PFAS”; or

b. Claim or “suit” by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of “PFC/PFAS”.

3. Any other injury or damage, liability, loss, cost or expense arising out of or in any way related to “PFC/PFAS” including, but not limited to, any fines, penalties, punitive or exemplary damages.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if:

a. The “occurrence” which caused the “bodily injury” or “property damage”;

b. The offense which caused the “personal and advertising injury”; or Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-137 (04/22)

PI-CXL-137 (04/22)

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c. Any injury or damage, liability, loss, cost or expense whatsoever;

involved that which is described in paragraphs A.1. through A.3. above.

B. The following definition is added to SECTION V – DEFINITIONS:

1. “PFC/PFAS” means perfluorinated compounds (PFC) or per- and polyfluoroalkyl substances (PFAS), including but not limited to:

a. P erfluorooctanoic acid (PFOA), perfluorooctane sulfonic acid (PFOS), perfluorononanoic acid (PFNA), perfluorobutyric acid (PFBA), perfluorobutane sulfonic acid (PFBS), perfluoropentanoic acid (PFPeA), perfluorohexane sulfonic acid (PFHxS), GenX, C8 (perfluorinated carboxylic acid), ADONA, perfluorohexanoic acid (PFHxA),perfluoroheptanoic acid (PFHpA), perfluorooctane sulfonamide (PFSOA), perfluorodecanoic acid, (PFDA), perfluorodecane sulfonate (PFDS), perfluoroundecanoic acid (PFUnA), perfluorododecanoic acid (PFDoA), perfluorotridecanoic acid (PFTrDA), perfluorotetradecanoic acid (PFTeDA), or 6:2 fluorotelomer sulfonate (6:2 FTS) or any associated salts, acides, alcohols, precursor chemicals, or related higher homologue chemicals;

b. Any fluorinated polymers, including but not limited to fluoropolymers, perfluoropolyethers, and side-chain-fluorinated polymers;

c. A ny and all biosolid, replacement PFAS substance, material or product; or

d. A ny substance, material or compound that is identified or acknowledged by any federal, state, international or other governmental agency or authority, including but not limited to the United States Environmental Protection Agency (EPA), the Centers for Disease Control and Prevention (CDC), the Agency for Toxic Substances and Disease Registry (ATSDR), the National Institutes for Health (NIH), and the International Agency for Research on Cancer (IARC):

1. As or to contain a per- and polyfluoroalkyl substance; or

2. To exhibit or demonstrate the same or similar harmful properties as a per- and polyfluoroalkyl substance

The addition of this endorsement does not imply that other policy provisions of the valid “underlying insurance”, including but not limited to any pollution exclusion, do not exclude coverage for PFC-related or PFAS-related damages, expense, loss, demand, claim, liability or legal obligation.

All other terms and conditions of the policy remain unchanged.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-CA 1 (09/12)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CALIFORNIA CHANGES – CANCELLATION AND NONRENEWAL

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

A. Paragraph 3. Cancellation of SECTION IV – CONDITIONS is replaced by the following:

3. Cancellation

a. All Policies in Effect for 60 Days or Less

If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this polic y by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least:

(1) 10 days before the effective date of cancellation if we cancel for:

(a) Nonpayment of premium; or

(b) Discovery of fraud by:

(i) Any insured or his or her representat ive in obtaining this insurance; or

(ii) You or your representative in pursuing a claim under this policy.

(2) 30 days before the effective date of cancellation if we cancel for any other reason.

b. All Policies in Effect for More than 60 Days

(1) If this policy has been in effect for more t han 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following:

(a) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks.

(b) Discovery of fraud or material misrepresentation by:

(i) Any insured or his or her representat ive in obtaining this insurance; or

(ii) You or your representative in pursuing a claim under this policy.

(c) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its nec essary elements an act which materially increases any of the risks insured against.

(d) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or y our representative, which materially increase any of the risks insured against.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-CA 1 (09/12)

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(e) Failure by you or your representativ e to implement reasonable loss control requirements, agreed to by you as a condi tion of policy issuance, or which were conditions precedent to our use of a particula r rate or rating plan, if that failure materially increases any of the risks insured against.

(f) A determination by the Commissioner of Insurance that the:

(i) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or

(ii) Continuation of the policy coverage would:

i. Place us in violation of California law or the laws of the state where we are domiciled; or

ii. Threaten our solvency.

(g) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy.

(2) We will mail or deliver advance written notic e of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least:

(a) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or

(b) 30 days before the effective date of cancella tion if we cancel for any other reason listed in Paragraph b.(1)a.

B. The following is added to SECTION IV – CONDITIONS:

NONRENEWAL

1. Subject to the provisions of Paragraphs B.2. below, if we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date.

We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy.

2. We are not required to send notice of nonrenewal in the following situations:

a. If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group.

b. If the policy has been extended for 90 days or le ss, provided that notice has been given in accordance with Paragraph B.1.

c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the terminati on of the policy, to obtain that coverage.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-CA 1 (09/12)

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d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed.

e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period.

f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph B.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69 PI-CXL-CA 2 (09/12)

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CALIFORNIA CHANGES

This endorsement modifies insurance provided under the following:

COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY

The term “spouse” is replaced by the following:

Spouse or registered domestic partner under California law.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

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PI-UMTER-DN (12/20)

PHILADELPHIA INSURANCE COMPANIES

DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE REJECTION OPTION

Terrorism Premium (Certified Acts) $ 0
You are hereby no tified th at under the Te rrorism Risk Insurance A ct, as amended, you have a right to purchase in surance coverage for lo sses resulting from acts of terrorism. As defined in Section 102(1) of the A ct: The term “act of terrorism” means any act or acts that are certified by the Secretary of the Treasury—in consultation with the Secretary of Homeland Security, and the Attorney General of the Uni ted States— to be an act of terrorism; to be a vio lent act or an act that is dangerous to human life, property, or infrastructure; to have resu lted in damage within the United States, or outside the Uni ted States in the case of certain air carriers or ve ssels or the premises of a Un ited St ates mission; and to have been co mmitted by an i ndividual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM

CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FO RMULA ESTABLI SHED BY FEDER AL LAW. HOWEVER, YOUR POLICY MAY

CONTAIN OTHER EXCL USIONS WHICH MIGHT A FFECT YOUR COVERAGE, SUCH AS AN EXCL USION FO R NUCLEAR EVENT S. UNDER T HE FORMULA, T HE UNITED S TATES GOVERNMENT’S FEDERAL SHARE OF TERRORISM LOSSES IS 80% OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDU CTIBLE PAID BY T HE I NSURANCE COMPANY PROVIDING THE COVERAGE. T HE PR EMIUM CHARGED

FOR THIS COVERAGE IS PROVIDED BEL OW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY B E COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT.

YOU SHOULD ALSO KNOW THAT T HE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U. S. GOVERNMENT REIMBURSEMENT AS WELL AS I NSURERS’ LIABILITY FOR

LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN T HE AMOUNT OF SUCH LOSSES IN A NY ONE CALEND AR YE AR EXC EEDS $100 BILLION. IF T HE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED.

We will issue (or have issued) your policy with terrorism co verage unless you decline by placing an “X” in the box below.

NOTE: You will want to check with entities that have an interest in your organization as they may require that you maintain terrorism coverage (e.g. mortgagees).

I decline to purchase terrorism coverage. I understand that I will have no co verage for losses ar ising from ‘certified’ acts of terr orism, EXCEPT as noted above.

You, as the Insured, have 30 days after receipt of this notice to consi der t he Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

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PI-UMTER-DN (12/20)

selection/rejection of “terrorism” coverage. After this 30 day period, an y re quest for selection or rejection of terrorism coverage WILL NOT be honored.

REQUIRED IN GA – LIMITATION ON PAYMENT OF TERRORISM LOSSES (applies to policies which cover terrorism losses insured under the federal program, including those which only cover fire losses):

The provisions of the Terrorism Risk Insurance Act, as amended, can limit our maximum liability for payment of losses from certified acts of terrorism. That determination will be based on a formula set forth in the law involving the national total of federally insured t errorism lo sses in an annual pe riod and individual i nsurer pa rticipation in payment of such losses. If one or more certified acts of terrorism in an annual period causes the maximum liability for payment of losses from certified acts of terrorism to be reached, and we have satisfied our required level of payments under the law, then we will not pay for the portion of such losses above that maximum. However, that is subject to possible change at that time, as Congress may, under the Act, determine that payments above the cap will be made.

NAMED INSURED: _______________________________________________________ INSURED’S SIGNATURE: __________________________________________________ DATE: ________________________
Oliveira Enterprises Inc.

Docusign Envelope ID: 1BED19AD-2501-4833-BC60-913B09C6BB69

Alameda City CouncilMarch 18, 2025

Alameda City Council
March 18, 2025